Housatonic Resources Recovery Authority • Old Town Hall • 162 Whisconier Road • Brookfield CT 06804

p 203.775.4539 • f 203.617.4727

info@hrra.org

HOUSATONIC RESOURCES RECOVERY AUTHORITY Special Meeting

Thursday, January 11, 2018, 10:30 a.m. Room 133 Brookfield Town Hall

100 Pocono Rd, Brookfield, CT 06804

AGENDA

1. Call to order, determination of quorum, pledge of allegiance

2. Public comment

3. Chairman and members’ comments

4. Director’s and tonnage reports (Attachment A)

5. Administrative approvals a. *Minutes of September 28, 2017 and October 10, 2017 (Attachment B) b. *Financial statements through December 31, 2017 (Attachment C)

6. Old business

a. Recycling Rebate Update b. Household Hazardous Waste, adding a permanent 3rd regional event. (Attachment D)

7. New business a. *Review and possibly vote to accept the 2016-17 FY HRRA audit (Attachment E) b. *HRRA 2018 Legislative Agenda (Packaging EPR and Bottle Bill) c. Consider and possibly vote on legislative initiatives suggested by members

8. Executive Session – *Regional Solid Waste and Recycling Agreement – Presentation by the Negotiating Committee and HRRA Legal Counsel of the final draft agreement for approval by the Authority. (Vote expected) (Attachment F)

9. *Adjournment

*Possible action items

cc: HRRA members and alternates Town clerks and FOI list

Housatonic Resources Recovery Authority • Old Town Hall • 162 Whisconier Road • Brookfield CT 06804

p 203.775.4539 • f 203.617.4727

info@hrra.org

HRRA Director’s Report September - December 2017

MSW and Recycling Tonnage Reports • The MSW and recycling tonnage reports through December 31st are attached. • MSW tonnage year to date is running at 105% compared to the same time last year. • Recycling tonnage is running at 90% compared to the same time last year. • E-waste tonnage through May is at 84% compared to the same time last year. Public Education • There were 13 Public education programs conducted since the last HRRA meeting which

included 9 schools, 38 classrooms, and 746 students. o Bethel – Rockwell Elementary o Danbury – King Street, Ellsworth, AIS Magnet, Morris Street, Veterans Park, Great

Plain. o Kent – Kent School o New Milford – Sarah Noble

Meetings /Activities

• R. Bennett took a full-time position with Little Scientist in November. Her last day at HRRA was November 24th.

• Nanavaty & Nanavaty performed the annual HRRA audit in early October.

• Much of the months of September through December were spent working on the new Regional Solid Waste and Recycling Agreement with Winters. Preparing and organizing meetings and documents.

• HRRA offered several free Backyard Composting workshops throughout the region in October and November as part of the CT DEEP grant that was received last year. These workshops will continue in February and March 2018. HRRA purchased backyard composting containers for participants to purchase below cost.

• HRRA also purchased recycling bins for class rooms as part of the CT DEEP grant. These bins will be distributed to schools in need and who have participated in the HRRA Recycling Education program with T. Carlson.

• The Danbury HHW event took place on Saturday, November 4th. The Authority served 863 cars. The event cost the region $44,695.44

• J. Heaton-Jones took part in an EPA sponsored webinar on the effects of China’s Sword Recycling Policy.

• Due to market conditions with the China Sword Policy in early October, Winters Bros. requested a meeting with the Chairman and Director to discuss the market and the HRRA rebate. After a meeting and discussions with legal council and the Executive Committee, a Memorandum of Understanding was issued to allow Winters Bros to reduce the Recycling Rebate to HRRA from $7.50 per ton to $6.25 per ton and to increase the recycling tip fee from $25.00 per ton to $37.50 per ton. This is a temporary measure to help offset the

effect of the market. This MOU was extended to January 2018 and will be reviewed at the January 11th meeting of the Full Authority.

• J. Heaton-Jones participated in the Connecticut Recycling Coalition meetings from September to December.

• J. Heaton-Jones is assisting in the planning of the CRC’s annual Recycling Conference taking place on January 17th. HRRA CEO’s, Members, Alternates and Task Force members are encouraged to attend this one-day conference.

• J. Heaton-Jones participated in Recycle CT’s state-wide launch for a public outreach recycling campaign called “What’s In? What’s Out? In Hartford on November 15th, America Recycles Day. She spoke on behalf of municipalities. The purpose of this campaign is to have one set of rules state-wide so that it’s easier to provide residents consistent and uniformed information they need to recycle more effectively. The Recycle CT Foundation worked closely with recycling coordinators in cities and towns throughout the state and the six MRF’s that accept recycled material to create the universal list. Information about the changes to the recycling regulations can be found at www.recyclect.com. The website contains material that cities and towns can share with residents.

• The Regional Recycling Task Force met in October, November and December. Minutes of those meetings can be found on the HRRA website.

• The December 15th regularly scheduled HRRA meeting was canceled due to a scheduling conflict. However, many CEO’s, Members and Alternates attended the Danbury Chamber Luncheon on behalf of HRRA.

• J. Heaton-Jones met individually with the new Chief Elected Officials, Pete Bass (New Milford), Dan Rosenthal (Newtown), Pat Del Monaco (New Fairfield) and Don Lowe (Sherman) to introduce them to HRRA and bring them up to speed on the new Regional Solid Waste and Recycling System.

• Bob Hanna from the New Milford transfer station hosted a demonstration of the Trash Tracker. The machine is designed to help facilitate the acceptance of material. It weighs and accepts payments.

• Any transfer station accepting batteries under the Call2Recycle program must take an online training course to take advantage of municipal collection at no charge.

• Lisa Gramling from the Brookfield Board of Education shared that the Connecticut Association of Boards of Education (CABE) awarded the town an award for Excellence for Educational Communications. The Brookfield BOE submitted several entries which included a submission for “Going Green”. She submitted a presentation that focused on the Recycling Billboard Contest as her main content.

• Cheryl Reedy’s retirement party was a great success. She sent the Authority a thank you that will be shared at the meeting on January 11.

• The 11th annual Billboard Contest is underway. Templates are printed and ready for distribution to the schools.

2010 2011 2012 2013 2014 2015 2016 2017

YTD as

% of

Prior

YTD

Jan 10,412.62 10,204.23 10,816.98 10,909.90 9,521.05 8,709.97 8,193.26 9,060.62

Feb 9,082.72 9,656.34 9,759.96 8,305.92 7,648.06 7,070.96 7,626.85 7,535.47

Mar 12,008.02 11,809.91 10,632.01 9,199.49 8,507.43 8,415.64 9,077.68 8,584.21

Apr 13,461.21 11,212.42 10,269.20 10,373.68 10,330.16 8,796.55 8,669.38 8,853.20

May 11,285.47 12,081.01 11,825.87 11,536.19 10,632.45 10,095.92 9,103.14 10,209.07

Jun 12,956.37 12,998.70 11,246.95 11,665.08 9,908.25 10,776.39 9,977.93 10,055.20

Jul 12,118.43 11,142.45 11,818.05 11,885.87 11,457.12 10,613.73 8,978.65 9,650.28

Aug 12,195.33 12,835.18 12,154.61 10,442.51 9,504.43 9,308.83 10,088.70 10,065.10

Sep 11,601.53 12,916.11 10,816.64 10,090.83 9,830.16 9,562.86 9,024.18 9,569.14

Oct 11,516.97 11,226.64 11,417.38 11,022.28 10,320.11 9,101.82 8,877.85 9,696.31

Nov 11,829.98 12,497.05 12,158.28 9,445.19 8,872.00 9,051.83 9,570.73 10,864.04

Dec 11,949.55 11,610.69 10,727.36 10,068.41 10,111.75 9,176.60 9,434.03 9,925.42

Total Tons YTD 140,418.20 140,190.73 133,643.29 124,945.35 116,642.97 110,681.10 108,622.38 114,068.06 105.0%

% of WSDA

Benchmark Annual

Tonnage (115,284) 122% 122% 116% 108% 101% 96% 94% 99%

Calendar

2010

Calendar

2011

Calendar

2012

Calendar

2013

Calendar

2014

Calendar

2015

Calendar

2016

Calendar

2017

Program Fee Earned YTD $96,888.56 $107,946.86 $102,905.33 $98,706.83 $94,480.81 $110,681.10 $108,622.38 $114,068.06Program Fee Pd To

HRRA YTD $92,369.68 $107,522.00 $102,905.00 $98,707.00 $94,481.00 $111,729.59 $110,343.05 $102,954.28Annual Contract Program

Fee $99,999.00 $100,858.00 $102,472.00 $103,498.00 $104,379.00 $104,138.00 $104,540.50 $105,443.00

Total Over/Under Prog FeeSettled 12/31/10 $6,664.00 $433.00 -$4,791.00 -$9,898.00 $7,591.59 $5,802.55 -$2,488.72

HRRA/Wheelabrator - MSW Tonnage

HRRA/WES MSW Program Fee

2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017

January 823.91 803.79 950.27 7,392.91 6,606.53 7,462.73 493.15 782.94 647.62 8,709.97 8,193.26 9,060.62

February 687.03 781.73 800.21 5,976.89 6,159.69 6,090.42 407.04 685.43 644.79 7,070.96 7,626.85 7,535.42

March 812.95 927.90 870.68 7,095.61 7,230.78 7,013.76 507.08 919.00 699.77 8,415.64 9,077.68 8,584.21

April 999.48 901.22 961.32 7,088.91 6,864.01 7,011.09 708.16 904.15 880.79 8,796.55 8,669.38 8,853.20

May 1,121.21 976.24 1,079.50 8,147.37 7,146.44 8,231.91 827.34 980.46 897.66 10,095.92 9,103.14 10,209.07

June 1,024.63 1,054.19 1,094.92 8,920.66 7,796.85 7,970.15 831.10 1,126.89 990.13 10,776.39 9,977.93 10,055.20

July 996.48 1,002.85 1,039.78 8,785.18 7,040.11 7,693.25 832.07 935.69 917.25 10,613.73 8,978.65 9,650.28

August 926.13 1,052.01 1,078.03 7,556.60 8,291.78 8,056.60 826.10 744.91 930.47 9,308.83 10,088.70 10,065.10

September 930.10 939.80 1,012.80 7,684.14 7,355.58 7,692.85 948.62 728.80 863.49 9,562.86 9,024.18 9,569.14

October 881.39 926.41 976.78 7,308.11 7,333.52 7,796.18 912.32 617.92 923.35 9,101.82 8,877.85 9,696.31

November 878.24 1,018.74 1,071.60 7,177.60 7,827.14 8,828.15 995.99 724.85 964.29 9,051.83 9,570.73 10,864.04

December 947.11 1,003.34 993.69 7,178.40 7,745.49 8,141.78 1,051.09 685.20 789.95 9,176.60 9,434.03 9,925.42

Total YTD 11,028.65 11,388.22 10,935.89 90,312.38 87,397.92 91,988.87 9,340.06 9,836.24 10,149.56 110,681.09 108,622.38 114,068.01 % of Total Tonnage 10.0% 10.5% 9.6% 81.6% 80.5% 80.6% 8.4% 9.1% 8.9%

Total HRRA TSNewtown TS Danbury TS Ridgefield TS

Transfer Station Tonnage By Month/Year

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

2017 YTD

as % of

2016 YTD

Jan 681 746 625 771 554 729 702 944 971 986 872

Feb 534 630 566 616 537 656 566 756 759 888 705

Mar 692 675 593 742 558 715 652 869 901 1,045 769

Apr 697 604 606 727 518 693 600 995 988 997 768

May 738 672 729 674 584 742 692 1,089 1,026 1,037 815

Jun 709 637 832 607 640 790 647 1,010 1,059 887 875

Jul 681 660 823 543 616 745 975 1,043 1,070 864 808

Aug 755 609 753 562 721 811 980 975 979 1,037 937

Sep 638 639 763 563 708 691 998 1,050 1,016 888 986

Oct 746 639 742 540 656 684 956 1,043 949 832 920

Nov 791 640 804 569 715 737 868 915 1,025 895 861

Dec 775 837 866 653 801 677 982 1,180 1,229 995 901

Total Tons YTD 8,437 7,988 8,702 7,567 7,608 8,670 9,618 11,869 11,972 11,351 10,217 90.01%

16,615

HRRA/Regional Recycling Facility Tonnage and Fees

Rolling 12 month total =

0

200

400

600

800

1,000

1,200

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Recycling Tonnage 2016 vs 2017

E-waste Tons by Municipality by Month

2016 BE BW DA KE NF NM NE RE RI Total '16 Total '15 Total '14

16-Jan 1.28 0.00 10.83 1.41 5.05 5.60 12.68 2.13 11.85 50.83 42.46 29.75

16-Feb 4.01 1.11 7.67 0.00 1.52 4.16 8.42 2.99 6.22 36.08 18.54 20.83

16-Mar 2.43 0.00 8.10 1.32 1.67 4.10 8.33 2.93 4.80 33.69 25.81 37.44

16-Apr 2.72 1.75 6.59 1.13 4.16 9.59 8.63 1.95 8.21 48.56 36.48 33.57

16-May 0.75 1.87 13.64 1.43 1.34 5.07 12.68 0.58 7.94 43.87 55.22 41.10

16-Jun 3.48 1.05 11.13 0.00 3.37 4.65 8.62 4.22 6.68 43.20 52.39 35.72

16-Jul 2.70 1.34 9.26 1.83 3.18 8.94 8.15 1.90 10.43 47.71 43.35 51.15

16-Aug 2.70 0.00 15.78 0.00 4.25 6.91 10.18 2.89 7.55 50.27 49.90 52.27

16-Sep 2.35 2.03 12.52 1.82 3.04 6.57 8.74 1.28 8.08 46.43 42.39 49.04

16-Oct 2.23 1.25 15.72 1.66 3.24 5.13 8.32 1.78 5.88 45.21 57.83 57.83

16-Nov 1.11 0.00 10.20 0.00 2.37 4.89 11.09 0.88 8.57 39.10 34.93 32.48

16-Dec 2.81 1.44 12.73 2.13 3.65 6.62 11.28 1.74 8.36 50.74 47.47 40.37

Total Tons 28.56 11.82 134.14 12.73 36.85 72.23 117.14 25.27 94.54 535.68 506.76 481.55

2017 BE BW DA KE NF NM NE RE RI Total '17 Total '16 Total '15

17-Jan 1.69 0.00 9.36 0.00 2.60 5.96 7.84 3.03 6.18 36.65 50.83 42.46

17-Feb 3.26 1.37 6.80 2.02 2.57 4.85 7.80 1.93 5.24 35.83 36.08 18.54

17-Mar 1.99 0.00 7.60 0.00 1.87 6.73 5.99 1.00 4.53 29.71 33.69 25.81

17-Apr 1.49 1.49 0.75 2.00 2.05 2.35 2.42 1.98 1.98 16.50 48.56 36.48

17-May 2.63 1.87 10.89 1.68 1.64 6.15 8.21 1.42 6.60 41.07 43.87 55.22

17-Jun 0.54 1.53 9.94 0.00 2.64 6.96 8.03 1.96 6.71 38.31 43.20 52.39

17-Jul 2.17 0.00 12.47 2.72 4.06 6.58 12.02 3.31 6.55 49.88 50.27 42.39

17-Aug 2.44 0.00 9.43 2.68 0.00 8.27 9.68 1.29 6.43 40.22 46.43 57.83

17-Sep 2.39 1.02 9.23 0.00 3.68 7.26 7.69 2.25 8.16 41.69 46.43 42.39

17-Oct 2.10 0.80 8.98 2.35 2.28 6.23 11.48 1.22 5.37 40.81 45.21 57.83

17-Nov 0.09 2.38 7.31 ? 3.44 4.68 8.24 0.60 7.03 33.77 39.10 34.93

17-Dec

Total Tons 20.77 10.46 92.76 13.44 26.82 66.02 89.39 19.99 64.78 404.42 483.66 466.26

Ewaste Tonnage

Textiles Recycled by Town by Month in Pounds

2017Total

weightRebate Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

Kent 13670 $683.50 760 780 760 1220 420 1740 1160 1640 1760 1340 1620 470

New Fairfield 3440 $172.00 160 40 0 420 320 440 400 480 300 220 440 220

Ridgefield 10200 $510.00 340 480 580 660 660 1260 1400 1540 880 820 1120 460

Bridgewater 1960 $98.00 180 280 0 320 380 0 0 220 0 400 0 180

Bethel 6510 $325.50 460 440 480 610 540 320 440 1080 480 460 880 320

Redding 15365 $768.25 820 1280 1440 1320 1300 2840 1600 1240 900 740 1440 445

Brkfield:H.H. 2740 $137.00 680 560 0 0 700 0 0 0 0 0 700 100

Brkfield: M.S. 975 $48.75 60 180 0 0 460 0 0 0 0 0 220 55

Brkfield: H.S. 0 $0.00 0 0 0 0 0 0 0 0 0 0 0 0

New Milford - SA 2173 $217.30 895 1278

Total 57,033 $2,960.30 4355 5318 3260 4550 4780 6600 5000 6200

2016Total

weightRebate Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

Kent 13240 $662.00 940 880 1140 960 1600 2180 1140 1100 820 780 700 1000

New Fairfield 2170 $108.50 140 180 120 80 60 460 300 310 120 0 160 240

Ridgefield 9220 $461.00 880 460 880 500 1080 1380 830 1150 420 800 500 340

Bridgewater 2020 $101.00 0 0 0 360 380 0 420 220 0 320 0 320

Bethel 5880 $294.00 680 240 560 140 120 660 490 580 610 520 780 500

Redding 15330 $766.50 1160 1060 1260 800 1560 2660 1430 1840 1200 1100 440 820

Brkfield:H.H. 2880 $144.00 620 100 600 180 500 880 320 320 520 500 320 460

Brkfield: M.S. 470 $23.50 140 0 240 0 60 30 0 180 160 0 460 180

Brkfield: H.S. 0 $0.00 0 0 0 0 0 0 0 0 0 0 0 0

Total 51210 $2,560.50 4560 2920 4800 3020 5360 8250 4930 5700 3850 4020 3360 3860

HRRA Textile Weights in Lbs. 2016 YTD

HRRA Textile Weights in Lbs. 2017 YTD

HOUSATONIC RESOURCES RECOVERY AUTHORITY

REGULAR MEETING MINUTES Thursday, September 28, 2017, 10:30 a.m.

Room 133, Brookfield Town Hall 100 Pocono Rd, Brookfield, CT 06804

Members or Alternates Present Others Present: Bethel, Matthew Knickerbocker 8 Lynn Waller, Public Brookfield, Steve Dunn 7 Robert Metzler, HRRA Legal Counsel Danbury, Joel Urice 36 Ken Vallera, All American Waste Kent, Bruce Adams 1 Pat Llodra, Newtown First Selectman New Fairfield, Susan Chapman 6 Kevin Nolan, Winters Bros. New Milford, Suzanne Von Holt 12 Harry Winters, Winters Bros. Ridgefield, Rudolph Marconi 11 Sherman, Ruth Byrnes 2 83 Members Absent: Newtown, Bridgewater, Redding Call to Order: The meeting was called to order by Chairman Marconi at 10:33 a.m. with a quorum of 75 votes present from 7 municipalities. He led everyone in the pledge of allegiance. M. Knickerbocker arrived at 10:38 a.m. before any votes were taken bringing the total in attendance to 83 votes from 8 municipalities. Public Comment: Lynn Waller asked who is Granite Acquisition. J. Heaton-Jones responded that Granite Acquisition is Wheelabrator’s parent company and legal name and she will elaborate more during the upcoming New Business discussion. Chairman and Members' Comments: B. Adams thanked S. Von Holt for a very well run HHW collection in New Milford on Saturday, September 23rd serving 930 cars. He also said that he was very impressed with the vendor, MXI, and that the residents were happy customers. Chairman Marconi asked for a comparison of Brookfield’s HHW numbers and J. Heaton-Jones responded that there were 854 cars at the 7/29/17 HHW Day. Chairman Marconi inquired who would be liable in case of an accident with employees and volunteers, and S. Von Holt replied that it would be MXI. Director's Report: J. Heaton-Jones highlighted the following items from her written report:

• MSW is running at 103% of the same time last year and recycling tonnage at 85% of the same time last year.

• T. Carlson renewed her Education contract with HRRA but will not be organizing the Billboard Contest. The portion of the contract that addresses the Billboard contest was crossed out.

• Many HRRA member and alternate appointments have expired. Currently, only 3 towns have members that have not expired, Newtown, Ridgefield and New Milford. Chairman Marconi asked if the by-laws state that this will affect future voting. She replied that it does not affect the voting and that it is assumed that the current members have been appointed. She will send out an email to the towns that need to appoint members and alternates.

• Brookfield’s HHW Collection on 7/29/17 was successful although the wait time was high due to MXI’s shortage of staff. There were 854 cars serviced with a majority from Brookfield. Going forward, MXI’s staffing will be addressed prior to all upcoming HHW events.

• J. Heaton-Jones reminded all of the members that the HHW event in Danbury had been rescheduled from 9/30/17 to 11/4/17 and asked that the towns make sure to publicize the new date in order to avoid public confusion and possible dumping of illegal material.

• On 9/14/17 HRRA hosted an Annual Municipal Recycling Report meeting for all 11 towns to go over DEEP’s required forms. Submission of these reports is due on 9/30/17. Some towns have received non-compliance notices from DEEP. The DEEP letters were a result of how the 2015-16 AMRR questions were answered. It is important to answer truthfully, even if it might mean non-compliance, so that DEEP and HRRA can see where help is needed.

• Towns that collect plastic film and textiles need to send a letter to the DEEP commissioner notifying DEEP that they are collecting such items at their transfer station. These items are not part of the Transfer Station General Permit. DEEP is expected to send out a template letter. J. Heaton-Jones will forward it to the towns to use as soon as it is posted. S. Conn asked if this also included towns that collect in other municipal locations. J. Heaton-Jones said it only applies to transfer stations.

• There is a new “What’s In, What’s Out” recycling campaign from RecycleCT that aims to send out a consistent message to guide residents on recycling do’s and don’ts. Single Stream recycling is now referred to as Mixed Recycling. J. Heaton-Jones will be updating flyers and the WOW guide to reflect the changes.

• MIRA has selected 3 companies who have submitted bids to upgrade the Resource Recovery facility in Hartford: Covanta, Mustang Renewal Power Ventures and Sacyr Rooney. A public comment forum will be held 9/28/17 in Hartford.

• HRRA will be starting a series of backyard compost workshops in October and will continue them through November and December.

B. Adams thanked the Director for conducting the municipal recycling report meeting as it was very helpful. R. Byrnes asked about the possibility of recycling Styrofoam. J. Heaton-Jones replied that there is currently no market and is not financially feasible to purchase the machines required to reduce it to a hard foam and transport the material out of state. At this time, waste to energy continues to be the best option. Administrative Approvals

a) Minutes - Motion by J. Urice, second by S. Dunn, to approve the minutes of the June 22, 2017 meeting. Vote: All in favor. (83 yes.)

b) Financial Statements - Motion by Chairman Marconi, second by S. Dunn, to approve the financial statements through August 31, 2017, as presented. Vote: All in favor. (83 yes votes.)

Old Business a) Recycling Ordinances – J. Heaton-Jones asked if any towns other than Bethel have worked on

updating their recycling ordinance. J. Urice reported that it was in the queue. J. Heaton-Jones noted that the deadline for compliance with DEEP is Decembe, 2018. Peter Brunelli of DEEP is willing to review any draft ordinances and she will send out his contact information. She will also be submitting to him R. Metzler’s draft ordinance.

b) HRRA Investment Policy - S. Dunn reported that there HRRA currently holds 3 investment accounts through Vanguard with the primary goal to achieve long-term growth and the secondary goal as income. One of the funds is a mid-tier credit investment that includes junk bonds with a 5.9% average return. To date, the account hasn’t lost money, but there is a risk. He recommends that HRRA change it to a high yield corporate account with an annualized return. He also recommends keeping all 3 accounts with Vanguard because they do excellent work. Chairman Marconi commented that he thought HRRA is directed to not have any investment holding junk bonds. J. Urice said he recollects a past discussion that HRRA should change any investments that invest in junk bonds. Motion by S. Dunn, second by J. Urice, to transfer the account to a Vanguard high yield corporate VWEAX investment fund and he will work with H. Rosenthal in the decision-making process. Vote: All in favor. (83 yes.)

New Business Wheelabrator Parent Company Guarantee – Wheelabrator has requested that HRRA accept Granite Acquisition, Inc. as the new guarantor of Wheelabrator Connecticut’s obligations under the disposal agreement of January 1, 2004. Chairman R. Marconi read an email from HRRA’s auditor, G. Nanavaty regarding Wheelabrator’s request to change their Guarantee from Waste Management, Inc. to Granite Acquisition. G. Nanavaty wrote that the auditors’ notes concluded that despite losses in the past 2 years and accumulated losses, positive operating cash flows and prudent debt arrangements have allowed the company to continue to meet its obligations. Chairman Marconi opened the floor to any questions or comments. J. Urice commented that the footnote “despite of losses” does not give him comfort and he is inclined to not give consent. R. Metzler said that HRRA has no obligation to give consent. Chairman Marconi agreed with J. Urice that they should not sign. Motion J. Urice, second by R. Byrnes, to decline to sign consent order. Vote: All in favor. (83 yes votes.)

Executive Session: Motion by S. Dunn, second by M. Knickerbocker, to go into executive to review the draft Regional Solid Waste and Recycling Agreement with Winters Bros. and to invite B. Metzler, J. Heaton-Jones and R. Bennett into the executive session. Vote: All in favor. (83 yes votes.) The full Authority entered executive session at 11:20 a.m. The full Authority came out of executive session at 12:05 p.m. The full Authority returned to public session and there were no votes taken. Adjournment: On a Motion by M. Knickerbocker, second by J. Urice, the meeting was adjourned at 12:05 p.m. Vote: All in favor of adjournment. (83 yes votes.)

Respectfully submitted, Robin Bennett Administrative Assistant

HOUSATONIC RESOURCES RECOVERY AUTHORITY SPECIAL MEETING MINUTES

Tuesday October 10, 2017, 12:30 pm Room 133 Brookfield Town Hall

100 Pocono Rd, Brookfield, CT 06804

Members or Alternates Present Others Present:

Bethel, Matthew Knickerbocker 8 Suzanne Von Holt, New Milford Alternate

Brookfield, Steve Dunn 7 Fred Hurley, Newtown Alternate

Danbury, Joel Urice 36 Bob Metzler, Legal Council

Kent, Bruce Adams 1 Ken Vallera, All American Waste

New Fairfield, Susan Chapman 6 Brian Creighton, All American Waste

New Milford, David Gronbach 12 Jennifer Heaton-Jones, HRRA Director

Newtown, Herb Rosenthal 12 Robin Bennett, HRRA Administrative Assistant

Redding, Jeff Hanson 4

Ridgefield, Rudy Marconi 11

Sherman, Clay Cope 2

99

Call to Order: The meeting was called to order by Chairman Marconi at 12:32 p.m. with a quorum of 99

votes present from ten municipalities. Everyone recited the pledge of allegiance.

Regional Recycling Agreement – Proposed agreement for a temporary increase to the recycling tip fee

and reduction in HRRA recycling rebate: The Chairman requested the HRRA Director J. Heaton-Jones

give an overview. J. Heaton-Jones reported that the current recycling market has taken a downturn

because of changes in China’s import policy. This has impacted MRF’s throughout the country and

recyclables have stockpiled. Winters Bros. requested an increase in the HRRA recycling tip fee from the

current $25.00 to $45.00 and a decrease in the HRRA recycling rebate from $7.50 to $5.00 to help them

manage the financial impact. After discussions between K. Nolan, R. Marconi and J. Heaton-Jones the

parties agreed on the negotiated amounts of $37.50 for the tip fee and $6.25 for the rebate. The HRRA

Director did reach out to other MRF operators in the state to confirm the local impact. J. Heaton-Jones

and R. Marconi met with K. Nolan and J. Barnell of Winters Bros. to discuss their request and after a

detailed discussion at the HRRA office the Chairman authorized Legal Counsel to draft a Memorandum

of Understanding concerning the Regional Single Stream Recycling Service Agreement to reflect a

temporary request. Chairman Marconi asked for any discussion. J. Urice asked if there is any indication

that the current market conditions will change soon. J. Heaton-Jones answered that Winters Bros.

believes the market will bounce back mid November but they won’t know until the December 5th OCC

report. Chairman Marconi asked where the shortfall will be impacted in the budget. J. Heaton-Jones

said that HRRA’s budget will be impacted by approximately $1,000.00 a month and that it will likely

come out of the education budget. R. Marconi asked the Director to hold $3500 of the education

budget aside until the end of the MOU. D. Gronbach asked if any other authorities have been impacted.

K. Vallera from All American Waste has felt the effects. All American Waste has also adjusted their tip

fees as a result of the tight policies. K. Vallera also shared that China’s delivery standards are so tight

now that they are rejected some loads and returning them to the states at a heavy cost.

Motion by J. Urice, second by C. Cope, to execute the agreement as presented and to date it October

10, 2017 and give the HRRA Executive Committee the authority to extend the MOU for an additional

period of approximately one month. Vote: All in favor. (99 yes votes.)

Adjournment: On a motion by C. Cope, second by J. Urice, the meeting was adjourned at 12:53 pm.

Vote: All in favor of adjournment. (99 yes votes)

Respectfully submitted:

Robin Bennett,

HRRA Administrative Assistant

Dec 31, 17

ASSETSCurrent Assets

Checking/SavingsUNION SAVINGS BANK 150,396.98STIF 15,527.75VANGUARD

VANGUARD HI YIELD CORP VWEAX 88,619.01VANGUARD SHRT TRM INV GR VFSUX 268,211.32VANGUARD TOTAL BOND MARKET VBTL 172,607.41

Total VANGUARD 529,437.74

Total Checking/Savings 695,362.47

Accounts Receivable*ACCOUNTS RECEIVABLE 52,022.92

Total Accounts Receivable 52,022.92

Other Current AssetsUNDEPOSITED FUNDS -22,866.82

Total Other Current Assets -22,866.82

Total Current Assets 724,518.57

TOTAL ASSETS 724,518.57

LIABILITIES & EQUITYLiabilities

Current LiabilitiesOther Current Liabilities

DIRECT DEPOSIT LIABILITIES -431.08PAYROLL LIABILITIES

CT PR TAXES PAYABLECIT 402.60CT SUI -1.51

Total CT PR TAXES PAYABLE 401.09

FED PR TAXES PAYABLEFICA 964.62FIT 776.00MEDICARE TAX 225.60

Total FED PR TAXES PAYABLE 1,966.22

SEP LIABILITY 1,750.32

Total PAYROLL LIABILITIES 4,117.63

Total Other Current Liabilities 3,686.55

Total Current Liabilities 3,686.55

Total Liabilities 3,686.55

EquityRETAINED EARNINGS 767,525.80Net Income -46,693.78

Total Equity 720,832.02

TOTAL LIABILITIES & EQUITY 724,518.57

Housatonic Resources Recovery Authority Balance SheetAccrual Basis As of December 31, 2017

Housatonic Resources Recovery Authority

Profit & Loss Budget vs. Actual

July through December 2017

Jul - Dec 17 Budget $ Over Budget % of Budget

Ordinary Income/Expense

Income

GRANTS/DONATIONS 6,900.00 55,000.00 -48,100.00 12.55%

HAULER PERMITS

CURRENT HAULER PERMITS 45,250.02 47,500.00 -2,249.98 95.26%

HAULER PERMIT LATE FEES 1,115.00 0.00 1,115.00 100.0%

MUNICIPAL HAULER REGISTRATIONS 28,200.00 40,000.00 -11,800.00 70.5%

PRE-PAID HAULER PERMITS 300.00 0.00 300.00 100.0%

Total HAULER PERMITS 74,865.02 87,500.00 -12,634.98 85.56%

HHWDD REIMBURSEMENT

HHW DANBURY AREA TOWNS 45,336.56 85,000.00 -39,663.44 53.34%

Total HHWDD REIMBURSEMENT 45,336.56 85,000.00 -39,663.44 53.34%

INTEREST INCOME 7,383.63 12,000.00 -4,616.37 61.53%

MISC INCOME 148.01 0.00 148.01 100.0%

PROGRAM SERVICES FEES

MSW PROGRAM FEES 48,322.66 105,500.00 -57,177.34 45.8%

RECYCLING PROGRAM FEES 38,390.67 90,000.00 -51,609.33 42.66%

Total PROGRAM SERVICES FEES 86,713.33 195,500.00 -108,786.67 44.36%

Total Income 221,346.55 435,000.00 -213,653.45 50.88%

Gross Profit 221,346.55 435,000.00 -213,653.45 50.88%

Expense

AUDIT 0.00 0.00 0.00 0.0%

CONTINGENCY 0.00 20,000.00 -20,000.00 0.0%

EDUCATION

DEEP GRANT PROGRAMS 12,685.68 20,000.00 -7,314.32 63.43%

PUBLIC EDUCATION 4,576.20 29,000.00 -24,423.80 15.78%

RECYCLING EDUCATOR 2,404.12 12,500.00 -10,095.88 19.23%

STAFF EDUCATION 2,021.94 5,000.00 -2,978.06 40.44%

Total EDUCATION 21,687.94 66,500.00 -44,812.06 32.61%

HHW EXPENSE

HHW DANBURY TOWNS 45,336.56 85,000.00 -39,663.44 53.34%

HHW REGIONAL 47,124.23 53,500.00 -6,375.77 88.08%

HHWDD DANBURY AREA TOWNS 0.00 0.00 0.00 0.0%

HHW EXPENSE - Other 145.71

Total HHW EXPENSE 92,606.50 138,500.00 -45,893.50 66.86%

INSURANCE

ERRORS & OMISSIONS 0.00 5,250.00 -5,250.00 0.0%

GENERAL LIABILITY 0.00 1,260.00 -1,260.00 0.0%

SURETY BOND 391.00 425.00 -34.00 92.0%

WORKERS COMP 546.00 550.00 -4.00 99.27%

Total INSURANCE 937.00 7,485.00 -6,548.00 12.52%

MISCELLANEOUS

MISC EXPENSE 1,524.59 2,000.00 -475.41 76.23%

PAYROLL PROCESSING SERVICE 6.57 800.00 -793.43 0.82%

SERVICE FEES/MEMBERSHIPS 1,550.00 3,250.00 -1,700.00 47.69%

Total MISCELLANEOUS 3,081.16 6,050.00 -2,968.84 50.93%

OFFICE EXPENSES

COPY EXPENSE 484.47 3,000.00 -2,515.53 16.15%

PHONE/FAX/INTERNET/COPY 0.00 0.00 0.00 0.0%

RENT 9,450.00 16,500.00 -7,050.00 57.27%

SUPPLIES 2,907.39 3,700.00 -792.61 78.58%

Page 1 of 2

Housatonic Resources Recovery Authority

Profit & Loss Budget vs. Actual

July through December 2017

Jul - Dec 17 Budget $ Over Budget % of Budget

Total OFFICE EXPENSES 12,841.86 23,200.00 -10,358.14 55.35%

PROFESSIONAL SERVICES

AUDIT SERVICES 0.00 6,350.00 -6,350.00 0.0%

CONSULTING SERVICES 0.00 1,700.00 -1,700.00 0.0%

LEGAL SERVICES 39,993.10 25,000.00 14,993.10 159.97%

Total PROFESSIONAL SERVICES 39,993.10 33,050.00 6,943.10 121.01%

REIMBURSEMENT FOR COLLECTED FEE

MUNICIPAL HAULER REG REIMBURSEM 28,200.00 40,000.00 -11,800.00 70.5%

Total REIMBURSEMENT FOR COLLECTED FEE 28,200.00 40,000.00 -11,800.00 70.5%

STAFFING

HEALTH INSURANCE 3,654.91 10,000.00 -6,345.09 36.55%

HSA CONTRIBUTION 0.00 0.00 0.00 0.0%

IN LIEU OF MEDICAL INSURANCE 0.00 0.00 0.00 0.0%

PAYROLL TAXES

CT PR TAXES 180.50 625.00 -444.50 28.88%

FED PR TAX 4,297.39 9,136.00 -4,838.61 47.04%

Total PAYROLL TAXES 4,477.89 9,761.00 -5,283.11 45.88%

PENSION 3,500.64 8,949.00 -5,448.36 39.12%

SALARIES

DIRECTOR SALARY 46,674.96 93,350.00 -46,675.04 50.0%

OTHER SALARIES 9,500.00 25,955.00 -16,455.00 36.6%

SALARIES - Other 58.62 0.00 58.62 100.0%

Total SALARIES 56,233.58 119,305.00 -63,071.42 47.13%

Total STAFFING 67,867.02 148,015.00 -80,147.98 45.85%

TRAVEL/MILEAGE REIMBURSEMENT 983.27 2,200.00 -1,216.73 44.69%

Total Expense 268,197.85 485,000.00 -216,802.15 55.3%

Net Ordinary Income -46,851.30 -50,000.00 3,148.70 93.7%

Other Income/Expense

Other Income

INVESTMENT GAIN 3,332.33 0.00 3,332.33 100.0%

USE OF FUND BALANCE 0.00 50,000.00 -50,000.00 0.0%

Total Other Income 3,332.33 50,000.00 -46,667.67 6.67%

Other Expense

CAPITAL EQUIPMENT 845.28 0.00 845.28 100.0%

INVESTMENT LOSS 2,329.53 0.00 2,329.53 100.0%

MOVING EXPENSES 0.00 0.00 0.00 0.0%

REIMBURSE PREPAID RECY REBATES 0.00 0.00 0.00 0.0%

Total Other Expense 3,174.81 0.00 3,174.81 100.0%

Net Other Income 157.52 50,000.00 -49,842.48 0.32%

-46,693.78 0.00 -46,693.78 100.0%

Page 2 of 2

Housatonic Resources Recovery Authority

BILLS PAID

As of December 31, 2017

Type Date Num Name Memo Amount

UNION SAVINGS BANK

Check 11/01/2017 EFT AMAZON.COM Weights for HHW tents -112.12

Check 11/01/2017 EFT AMAZON.COM HHW events & other workshop events, office supplies -73.34

Check 11/01/2017 EFT CONSTANT CONTACT November Subscription -40.00

Check 11/01/2017 EFT STAPLES Paper and markers -62.98

Check 11/01/2017 EFT MYBINDING.COM Laminating Film and Paper Punch -214.23

Check 11/01/2017 EFT ANTHEM BLUE CROSS & BLUE SHIELD November Policy -513.83

Check 11/01/2017 EFT FACEBOOK HHW Social Media Ad -4.84

Check 11/03/2017 EFT STAPLES Supplies for HHW Event -95.52

Bill Pmt -Check11/06/2017 3494 JEN HEATON-JONES October Expenses -161.25

Bill Pmt -Check11/06/2017 3495 NORTHEAST RECYCLING COUNCIL, INC Membership 2017-18 -350.00

Bill Pmt -Check11/06/2017 3496 ROBIN BENNETT October Expenses -50.29

Bill Pmt -Check11/06/2017 EFT CONSTANT CONTACT Monthly Subscription -45.45

Check 11/07/2017 3497 CT DEPARTMENT OF REVENUE SERVICES CT Withholdings -60.29

Liability Check11/08/2017 E-pay U.S. TREASURY 06-1199137 QB Tracking # 522879167 -2,237.72

Liability Check11/08/2017 E-pay COMMISSIONER OF REVENUE SERVICES 6982185-000 QB Tracking # 522879977 -511.03

Check 11/10/2017 EFT STAPLES Cheryl's retirement party supplies -26.08

Check 11/10/2017 EFT Portofino Restaurant Cheryl Reedy's retirement party -321.19

Liability Check11/14/2017 QUICKBOOKS PAYROLL SERVICE Created by Payroll Service on 11/06/2017 -3,797.91

Paycheck11/15/2017 DD1176 BENNETT, ROBERTA Direct Deposit 0.00

Paycheck11/15/2017 DD1177 HEATON-JONES, JENNIFER A Direct Deposit 0.00

Check 11/15/2017 EFT BIG Y Neg. Committee Meeting supplies and K-cups for Park and Rec -46.74

Liability Check11/22/2017 QUICKBOOKS PAYROLL SERVICE Created by Payroll Service on 11/20/2017 -765.12

Paycheck11/24/2017 DD1178 BENNETT, ROBERTA Direct Deposit 0.00

Check 11/27/2017 3498 JEN HEATON-JONES November Expenses/Mileage -194.21

Bill Pmt -Check11/27/2017 3499 CIRMA 01802358 -72.00

Bill Pmt -Check11/27/2017 3500 TOWN OF BROOKFIELD -V December Rent -1,350.00

Bill Pmt -Check11/27/2017 EFT HP Home Store Director's Computer -1,453.79

Bill Pmt -Check11/27/2017 3501 COHN BIRNBAUM & SHEA 030239 -11,397.70

Bill Pmt -Check11/27/2017 3502 LEAF Cpy Machine Rental -140.88

Bill Pmt -Check11/27/2017 3503 WINTERS BROS HAULING OF CT HHW Non-H Disposal -472.44

Bill Pmt -Check11/27/2017 3504 JANCO Copy Machine Usage -106.92

Bill Pmt -Check11/27/2017 EFT HI WAY MARKET HHW 11-4-17 Food -189.88

Bill Pmt -Check11/27/2017 EFT STAPLES Ofice and HHW Supplies -75.99

Bill Pmt -Check11/27/2017 EFT THE LORD JEFFERY INN NERC Conference - Staff Education -245.74

Bill Pmt -Check11/27/2017 3505 MXI 1-4-18 HHW Event -44,917.60

Check 11/27/2017 EFT ENDICIA Postage for meter -75.00

Liability Check11/29/2017 QUICKBOOKS PAYROLL SERVICE Created by Payroll Service on 11/20/2017 -2,978.32

Paycheck11/30/2017 DD1179 HEATON-JONES, JENNIFER A Direct Deposit 0.00

Check 12/01/2017 EFT ANTHEM BLUE CROSS & BLUE SHIELD 1045481000001 -513.83

Check 12/07/2017 EFT STOP & SHOP Neg. Mtg breakfast muffins and coffee supplies -22.63

Check 12/08/2017 EFT MICROSOFT STORE Annual Office 360 Subscription -100.99

Liability Check12/11/2017 E-pay COMMISSIONER OF REVENUE SERVICES 6982185-000 QB Tracking # 528004677 -540.61

Liability Check12/11/2017 E-pay U.S. TREASURY 06-1199137 QB Tracking # 528005707 -2,380.74

Bill Pmt -Check12/13/2017 3506 GREATER DANBURY CHAMBER OF COMMERCEChamber luncheon -500.00

Bill Pmt -Check12/13/2017 3507 HEARST MEDIA SERVICES November HHW Ad -1,070.00

Bill Pmt -Check12/13/2017 3508 JANCO Copy Usage -56.06

Bill Pmt -Check12/13/2017 3509 TIFFANY CARLSON Public Education -2,041.85

Liability Check12/14/2017 QUICKBOOKS PAYROLL SERVICE Created by Payroll Service on 12/11/2017 -2,978.32

Paycheck12/15/2017 DD1180 HEATON-JONES, JENNIFER A Direct Deposit 0.00

Bill Pmt -Check12/19/2017 3510 JEN HEATON-JONES December Expenses/Mileage -157.29

Bill Pmt -Check12/19/2017 3511 LEAF Monthly Rental -140.88

Bill Pmt -Check12/19/2017 3512 TOWN OF BROOKFIELD -V December Rent -1,350.00

Check 12/20/2017 EFT SHOP RITE Neg Meeting Breakfast Supplies -19.58

Check 12/27/2017 EFT ANTHEM BLUE CROSS & BLUE SHIELD New Health Insurance Policy with HSA account -571.93

Liability Check12/28/2017 QUICKBOOKS PAYROLL SERVICE Created by Payroll Service on 12/11/2017 -2,978.31

Paycheck12/29/2017 DD1181 HEATON-JONES, JENNIFER A Direct Deposit 0.00

Total UNION SAVINGS BANK -88,583.42

TOTAL -88,583.42

Page 1 of 1

Newtown 2017 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 67 74 57 529 43 67 18 855

Cost per car 50.36 50.14 50.76 48.36 51.63 50.60 45.64

Cost per town 3,373.90 3,710.43 2,893.15 25,584.67 2,220.09 3,373.90 1,840.19 42,996.33

Newtown 2016 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 75 103 49 494 42 82 8 853

Cost per car 45.59 44.93 46.87 43.53 47.49 45.38 45.64

Cost per town 3,418.90 4,627.56 2,296.58 21,505.61 1,994.41 3,721.07 1,368.62 38,932.75

Newtown 2015 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 89 73 57 291 62 67 20 659

Cost per car 44.76 45.42 46.46 42.67 46.08 45.75 46.62

Cost per town 3,983.72 3,315.83 2,647.94 12,415.86 2,856.65 3,065.37 1,935.55 30,220.92

Danbury 2017 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 128 369 100 67 83 98 18 863

Cost per car 53.13$ 52.05$ 53.60$ 54.65$ 54.04$ 53.64$ 51.68

Cost per town 6,801.22$ 19,205.20$ 5,360.09$ 3,661.62$ 4,485.12$ 5,257.15$ 1,925.05$ 46,695.45$

Danbury 2016 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 111 300 76 123 50 121 12 793

Cost per car 50.71$ 48.91$ 52.03$ 50.44$ 54.20$ 50.48$ 51.68

Cost per town 5,629.32$ 14,674.43$ 3,954.30$ 6,203.61$ 2,710.00$ 6,107.90$ 379.51$ 39,659.07$

Danbury 2015 Bethel Danbury New Fairfield Newtown Redding Ridgefield Other

Car Count 119 621 86 143 69 156 15 1,209

Cost per car 36.27$ 34.26$ 37.23$ 35.86$ 38.08$ 35.68$ 33.78$ 35.91

Cost per town 4,316.64$ 21,273.73$ 3,201.93$ 5,127.34$ 2,627.68$ 5,566.46$ 270.23$ 42,384.01$

Brookfield 2017 Bethel Danbury New Fairfield Newtown Redding Ridgefield Bridgewater Brookfield New Milford Sherman Kent HRRA Total

# Vehicles 55 55 115 65 33 65 26 410 20 10 0 854

% 6% 6% 13% 8% 4% 8% 3% 48% 2% 1% 0% 100%

Cost/Vehicle 55.93 55.93 51.36 54.59 61.77 54.59 65.70 48.35 71.26 95.35 0.00 53.81$

Setup Fee 0.00

Fork Lift Rental 500.00 500.00

Disposal (Total Cost * %) 2,594.53 2,594.53 5,424.94 3,066.27 1,556.72 3,066.27 1,226.51 19,341.08 943.47 471.73 0.00 0.00 40,286.05

Advertising (Cost/#towns) 421.52 421.52 421.52 421.52 421.52 421.52 421.52 421.52 421.52 421.52 0.00 0.00 4,215.16

Non HHW Disposal 60.25 60.25 60.25 60.25 60.25 60.25 60.25 60.25 60.25 60.25 0.00 0.00 602.50Food/Drinks 349.42 349.42

TOTAL COST $3,076.30 $3,076.30 $5,906.71 $3,548.04 $2,038.49 $3,548.04 $1,708.28 $19,822.85 $1,425.24 $953.50 $0.00 $849.42 $45,953.17

Bethel Danbury New Fairfield Newtown Redding Ridgefield Bridgewater Brookfield New Milford Sherman Kent HRRA Total

Note: HRRA paid for this event out of the Fund Balance. This is to represent what each town WOULD have paid.

Household Hazardous Waste Participation and Cost

Bethel6%

Danbury6%

New Fairfield14%

Newtown8%

Redding4%

Ridgefield8%

Bridgewater3%

Brookfield48%

New Milford2%

Sherman1%

BROOKFIELD HHW EVENT JULY 2017

Housatonic Resources Recovery Authority

Financial Statements with Independent Auditor’s Report

Year Ended June 30, 2017

JANUARY 5,2018

REGIONAL SOLID WASTE AND RECYCLINGSYSTEM AGREEMENT

BETWEEN

WINTERS BROS. TRANSFER STATIONS OF CT, LLC

HOI]SATONIC RESOURCES RECOVE,RY AUTHORITY

DATED AS OF

_,2018

and

JANUARY 5,2018

Article I

Article II

Article III

Section IV

Article V

Article VI

Article VII

Article VIII

Article IX

Article X

Article XI

Article XII

Article XIII

Article XIV

Article XV

Article XVI

Article XVII

Article XVIII

Article XIX

Article XX

Article XXI

TABLE OF CONTENTS

Definitions

Acceptance and Disposal of HRRA Acceptable Solid Waste

Acceptance and Disposal of MSW

Acceptance, Processing and Sale of HRRA Recycling Materials

Acceptance and Disposal of Other Acceptable Waste

Refirsals to Accept Deliveries of Solid Waste

MSW Tip Fees and Recycling Tip Fees

Payments

HRRA Program Fees and Expense Reimbursement

Transfer Stations

Term

Arbitration

Insurance

Events of Default

Limitation of Liability

Force Majeure Events

Assignment

Indemnity

Representations

Miscellaneous

Entire Agreement

A

Appendix B-1

Appendix B-2

Appendix C

A D

Appendix E

Appendix F

Appendix G

Appendix H

JANUARY 5,20I8

Site Plan for White Street Facilities

Winters Bros. Yard Rules

Recyclables Facility Delivery Standards

HRRA Recyclables Program Fee

Form of Municipal Regional Solid Waste and Recyclables Agreement

Recycling Tip Fee Formula

Newtown Lease

Ridgefield Lease

Insurance

JANUARY 5,2018

REGIONAL SOLID WASTE AND RECYCLING SYSTEM AGREEMBNT

THIS REGIONAL SOLID WASTE AND RECYCLING SYSTEM AGREEMENT(this "Agreement"), made and entered into as of this

-

day of 2078, (hereinafter

referred to as the "Contract Date") by and between WINTERS BROS. TRANSFERSTATIONS OF CT, LLC, a Delaware limited liability company with a business address at 307

White Street, Danbury, Connecticut 06810 (hereinafter referred to as "'WB"), and

HOUSATONIC RESOURCBS RECOVERY AUTHORITY, a regional resources recovery

authority created pursuant to the provisions of Chapter 103b of the Connecticut General Statutes,

with offices located at Old Town Hall, 162 Whisconier Road, Brookfield, Connecticut

(hereinafter referred to as "HRM" or the "Authoritv"),

WITNESSETH:

WHEREAS, WB owns and operates (a) solid waste facilities located at 307 White

Street, Danbury, Connecticut (the "White Street Facilities") consisting of, among other solid

waste facilities, a transfer station (the "Danbury Transfer Station") holding a permit to operate

issued by the predecessor to the Connecticut Department of Energy and Environmental

Protection (the predecessor and the Department of Energy and Environmental Protection referred

to collectively as "DEEP") and a regional recycling facility (the "Danbury Rec)tcling Facility"),also holding a permit to operate issued by DEEP (a copy of the site plan for the White Street

Facilities approved by DEEP is attached hereto as Appendix A)and (b) a solid waste facilityconsistingofamaterialsrecoveryfacilityinShelton,Connecticut(the..@Facility" or "MRE") holding a permit from DEEP to operate as a regional recycling facility, and

WHEREAS, WB owns and operates, or has contractual access to dispose of municipal

solid waste at, Resources Recovery Facilities located both within and outside Connecticut and

solid waste landfills located outside Connecticut, all of which Resources Recovery Facilities and

solid waste landfills hold all validly issued federal, state and local licenses and permits required

for their lawful operation; and

WHEREAS, HRRA desires to procure for its member municipalities in the HRRARegion (a) provision of a long-term disposal location for all of the Acceptable Solid Waste (as

defined below) generated within the HRRA Region's Participating Municipalities, and (b)

provision of a long-term processing and sale arrangement for Recyclable Materials (hereinafter

defined) generated in and collected from residential, business, commercial, and institutionalproperties within the Participating Municipalities; and

WHEREAS, HRRA and WB desire, for mutual considerations, to enter into a

contractual relationship pursuant to which WB will (a) accept at the White Street Facilities and

the Transf'er Stations (hereinafter defined) and dispose of in a lawful manner all of the

Acceptable Solid Waste generated within the boundaries of the Participating Municipalities (b)

accept at the Danbury Recycling Facility and the MRF, transport to the MRF, and ultimatelyprocess at the MRF and sell all Products of all Recyclable Materials included in the HRRAregional recycling program generated within the boundaries of the Participating Municipalitiesparticipating in the HRRA regional recycling program.

183443 v27

JANUARY 5,2018

NOW THEREFORE, in consideration of the foregoing premises, and the mutual

conditions, covenants and promises contained herein, the parties hereto, intending to be legally

bound, do hereby agree as follows.

ARTICLE IDEFINITIONS

l.l. "Acceptable Solid Waste" means all Solid Waste, including without limitation

household garbage and home remodeling waste and debris not exceeding four (4) feet in any ofits clirnelsions, Recyclable Material (as hcrcinaftcr defined), Other Acceptable Waste (as

hereinafter defined), trash, rubbish, refuse, comhustible agricultural, commercial. governmental

and light industrial waste, but excluding:

(a) explosives and ordnance materials, pathological wastes, chemicals,

radioactive materials, oil, material burned or otherwise processed at a resources recovery

facility or incinerator, material processed at a recycling facility, sludges or other residue

from a water pollution abatement facility, water supply treatment plant or air pollution

control facility, highly inflammable substances, cesspool or other human wastes, human

and animal remains, motor vehicles, farm or other large machinery, andhazardous refuse

of any type or kind (including those addressed by regulations adopted by the United

States Environmental Protection Agency ("EPA") pursuant to the Resource Conservation

Recovery Act of 1976, as amended, or other federal statutes or adopted by the DEEP,

such as, but not limited to, cleaning fluids, crankcase oils, cutting oils, hazardous paints,

acids, caustics, poisons, drugs, fracking waste, radioactive materials, fine powdery earth

uscd to filter cleaning fluid and refuse of similar nature), and

(b) all other items of waste which WB reasonably believes would be likely to

pose a threat to health or safety or the acceptance and disposal of which may cause

du-ug" to the Transfer Stations, the White Street Facilities, or the MRF or be in violation

of any judicial decision, order or action of any federal, state or local government or any

agency thereof, or any other regulatory authority or any applicable law or regulations or

the conditions of any permit or approval issued for any of the Transfer Stations, the

White Street Facilities or the MRF'

The parties recognize that some substances which are not, as of the Contract Date,

considered harmful or of a toxic nature or dangerous, may be determined by DEEP and/or EPA

subsequent to the date hereof as hazardous, toxic, dangerous or harmful, and at the time of such

determination, such substances shall cease to be Acceptable Solid Waste.

1.2. "Sli&" means, with respect to any person, corporation, limited liabilitycompany, firm or entity (each, a "Person", and collectively, "PeISonS"), anY Person, which

directly or indirectly, controls or is controlled by or is under common control with such Person,

and in the case of WB, over which Person WB has operational control.

1.3. 'oAnniversary Date" for the purposes of MSW Tip Fee adjustment is the same

2183443 v27

JANUARY 5,2018

month and day, with respect to each succeeding year, as the Effective Date.

I.4 "Change of Control" means the sale of all or substantially all the assets of an

entity; any merger, consolidation or acquisition of an entity with, by or into another corporation,

entity or person; or any change in the ownership of more than fifty percent (50%) of the voting

interests in one or more related transactions; provided, however, that none of the foregoing shall

be deemed to be a Change of Control as long as WB maintains ownership of substantially all ofthe assets used in the operation of its business and the management of WB remains substantially

the same as it is as of the Contract Date.

1.5. "Change in Law" lnealls any of the following events or conditions occurring

after the Contract Date which is demonstrated to have, or which may upon showing ofreasonable basis be expected to have, a material adverse effect on WB or HRRA, or on WB's or

HRRA's ability to perform pursuant to this Agreement, or on the Transfer Stations or the

Transfer Stations' Sites, the White Street Facilities or the White Street Facilities' Site, or the

MRF or the MRF's Site, or the acquisition, design, construction, equipping, start-up, operation,

ownership or possession of any or all of them, if such event or condition is beyond the

reasonable control, and not the result of willful or negligent action or failure to act of the party

relying thereon as justification for not performing (the "Non-Performing Party") any obligation

or complying with any condition required of such party under this Agreement:

(a) the adoption, promulgation, issuance, modification or official change in

interpretation of any federal, state or local law, regulation, rule, requirement, ruling or

ordinance, unless such law, regulation, rule, requirement, ruling or ordinance was on or

prior to such date duly adopted, promul gated, issued or otherwise officially modified or

changed in intcrprctation, in each case in final form, to become effective without any

fgrther action hy any federal, state or local governmental body, administrative agency or

governmental official having jurisdiction;

(b) the order andlor judgment of any federal, state or local court,

administrative agency or governmental officer or body, if it is not also the result ofwillful or negligent action or a lack of reasonable diligence of the Non-Performing Party,

provided that the contesting in good faith of any such order andlor judgment shall not

tonstitute or be construed as a willful or negligent action or failure to act of such Non-

Performing Party; or

(c) the suspension, termination, interruption or failure of renewal of any

permit, license, consent, authorization or approval essential to the acquisition, design,

ionstruction, equipping, start-up, operation, ownership or possession of the Transfer

Stations or the Transfer Stations' Sites, the White Street Facilities or the White Street

Facilities' Site, or the MRF or the MRF's site, as provided for herein or required with

respect hereto, if it is not also the result of willful or negligent action or failure to act ofthe Non-Performing Party, provided that the contesting in good faith of any such

suspension, termination, interruption or failure of renewal shall not be construed as

willful or negligent action or failure to act of such Non-Pcrforming Party.

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L6. "Collector" or "Participating Municipality's Collector" means any person who

holds himself out for hire to collect solid waste from residential, business, commercial or other

establishments and is registered in a Participating Municipality, is a Participating Municipality or

is a direct agent of a Participating Municipality, delivering HRRA Acceptable Solid Waste to a

Transfer Station, the White Street Facilities or the MRF.

|'6,..@,,or..eP[,,meanStheConsumerPriceIndexfortheNortheast, All Items for All Urban Consumers (currently Chart No. CUUR0OSA0), as published

by the United States Department of Labor, or a mutually agreed upon alternate index if such

index is no longer published or the method of computation thereof is substantially modified.

1.8. "e_sntaminatiq" and "Contaminants" mean that portion of Recyclable Materials

delivered to the Danbury Recycling Facility or the MRF that consists of material that is not

specified as Recyclable Materials in Appendix B-2.

1.9. "&nq4ct Y.egI" means each one-year period during the term of this Agreement,

with the first Contract Year commencing as of July 1,2019, and each subsequent Contract Year

beginning on the anniversary thereof.

1.10. "Effective Date" means July 1, 2019 unless an earlier date is agreed to by both

HRRA and WB.

I . I 1 . "Event of Default" means any one or more of those events described in ArticleXIV

|.12...@,'meansanyeventorconditionhaving,orwhichmayreasonably be expected to have, a material adverse effect on WB or the HRRA, or on WB's or

the HRRA's ability to perform pursuant to this Agreement, or on the Transfer Stations or

Transfer Stations' Sites or on the White Street Facilities, or the Whites Street Facilities' Site, or

the MRF or the MRF's Site, or the acquisition, design, construction, equipping, start-up,

operation, ownership or possession of any or all of them, if such event or condition is beyond the

reasonable control, and not the result of willful or negligent action or failure to act of the party

relying thereon as justification for not performing (the "Non-Performing Party") any obligation

or complying with any condition required of such party under this Agreement. The foregoingprovisions shall not be construed to require that the Non-Performing Party observe a higher

standard of conduct than that required by the usual and customary standards of the industry or

other field of activity in question, as a condition to claiming the existence of a Force Majeure

Event. Such events or conditions may include, but shall not be limited to, circumstances of the

following kind:(a) an act of God, Change in Law, epidemic, landslide, lightning, earthquake,

hurricane, fire, explosion, storm, flood or similar occurrence, an act of war, blockade,

insurrection, riot, civil disturbance or similar occurrences, or damage caused directly or

indirectly by Solid Waste not included in Acceptable Solid Waste entering a Transfer Station, the

White Street Facilities or the MRF unless knowingly accepted by WB;(b) A non-WB andlor non-WB Affiliatc strike, lockout, work slowdown, or similar

industrial or labor action which affects, impacts or impedes WB or the Transfer Stations, the

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White Street Facilities or the MRF; and(c) The failure of any subcontractor or supplier selected with reasonable care and in

good faith to furnish labor, services, materials, or equipment in connection with the design,

construction, equipping, operation or maintenance of the Transfer Stations, the White Street

Facilities or the MRF by the date agreed to, as a result of a Force Majeure Event affecting such

subcontractor or supplier, provided that the Non-Performing party is not reasonably able to

obtain timely substitute labor, services, materials or equipment on substantially equivalent terms'

1.13. "HRRA Acceptable Solid Waste" means that Acceptable Solid Waste generated

within the HRRA Region for which HRRA currently or hereafter assumes responsibility for

dispesal pursuant to a Municipal Regional Solid Wastc and Recycling System Agreement.

t.t4 ..HRRA MSW Prosram Fee" means the fee paid by WB to HRRA to provide

funds to HRRA for its operation of the Regional Solid Waste and Recycling System for the

HRRA Region in the amount of $2.00 per Ton of HRRA MSW delivered to the Transfer Stations

or otherwise allocated to HRRA as provided in Section 7'6.

1.15 "HRRA Other ble Waste" means Other Acceptable Waste generated

within the HRRA Region.

1.16. "HRRA hle Materials" means those Recyclable Materials generated

within the HRRA Region for which HRRA curently or hereafter assumes responsibility forprocessing and sale pursuant to a Municipal Regional Solid Waste and Recycling System

Agreement.

r.l7. "HRR.,\ Rccvclables Prosram Fee" means the fee Paid b1' \VB to HRRA toprovide funcls to HRRA for its operation of the Municipal Regional Solid Waste and Recycling

System in the HRRA Region in an amount per Ton of HRRA Recyclable Materials delivered to

the Danbury Recycling Facility or the MRF or otherwise allocated to HRRA as provided inSection 7.5, calculated from time to time in accordance with the provisions of Appendix C.

1.18. "HRRABegigq" means the area encompassing the municipal membership ofHRRA, which membership shall reflect the withdrawal of member municipalities and the

addition of new member municipalities from time to time in accordance with HRRA's by-laws.

As of the Contract Date, HRRA's member municipalities currently include Bethel, Bridgewater,

Brookfield, Danbury, Kent, New Fairfield, New Milford, Newtown, Redding, Ridgefield and

Sherman,

1.19. "Materials Recover)r Facility" or "MRF" means the materials recovery facilityowned and operated by WB in Shelton, Connecticut.

|,20...@,,or..MS.w,,meanSAcceptableSolidWaste,butexcluding (a) Recyclable Materials, (b) Other Acceptable Waste, and (c) Organic Waste when

separated at the source and delivered separately.

l.2l "HRRA MSW" means Municipal Solid Waste generated within the HRRA

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JANUARY 5,2018

Region.

1.22. "Municipal Regional Solid Waste and Recyclables Agreement" means a contract

entered into between each of the Participating Municipalities and HRRA conveying rights and

obligations under this Agreement in form and content substantially as attached hereto as

Appendix D.

L23. "Operating Day" means each day that the White Street Facilities and the MRF are

required to be open pursuant to their operating permits issued by the DEEP Commissioner or

pursuant to the terms of this Agreement, or both, and as may be amended by the parties from

time to time.

I.24. "Other Acceptable Waste" means Acceptable Solid Waste consisting ofconstruction and demolition materials ("C&D") (but home remodeling waste and debris inreasonable quantities shall not be considered C&D), solid waste commonly referred to as "Bulky'Waste," and all large household appliances commonly referred to as "White Goods" including,

without limitation, refrigerators, stoves, washing machines, drying machines and the like.

1.25. flntentionally Omitted]

1.26. "IV[$W Jip i.sg" means the fee per Ton charged to Collectors for the acceptance

of HRRA MSW at a Transfer Station, as set forth in Section 7.1(a), as adjusted from time to time

as set forth in Section 7.2.

1.27 . "Participating Municipality" means, as applicable with respect to the disposal ofIIRRA MSW or HRRA Rccyclable Materials, respectively, each municipal member of HRRAthat has entered into with HRRA a Municipal Regional Solid Waste and Recycling Svstem

Agreement.

1.28 "Participatine Municipalities Recyclable Materials" mears Recyclable Materials

deposited by residents at municipal transfer stations located in the respective Participating

Municipalities and delivered by the respective Participating Municipalities or on their behalf to

the Facility or Recyclable Materials delivered to the Facility by permitted Deliverers on behalf ofa Participating Municipality' s franchised recycling collection system.

l.2g "Participating Municipalities Recyclables Tip Fee" means, beginning on the

Effective Date, the fee to be charged to Participating Municipalities for the delivery ofParticipating Municipalities Recyclable Materials to the Danbury Recycling Facility or the MRF,

in the amount described in Appendix E.

1.30. "Process Residue" or 'oResidue" means that portion of the as-received HRRARecyclable Material that is accepted by the Danbury Recycling Facility or the MRF, and

subsequently removed from the as-received Recyclable Material (a) by WB personnel prior to

processing at the MRF or (b) bV the MRF's processing system(s) because such material cannot

be processed economically into a Product'

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JANUARY 5,2018

1.31. "&odgd(S)" means that portion of the as-received HRRA Recyclable Materials

which is processed by the MRF into marketable industrial feedstocks, and HRRA Recyclable

Materials received at the Danbury Recycling Facility that is sold prior to having been transferred

to the MRF.

I.32. "Recyclable Materials" and "MygLables" mean all items designated from time to

time by the Commissioner of DEEP pursuant to the provisions of Section 22a - 241b(a) of the

General Statutes as suitable for recycling and such other items as are designated from time to

time by HRRA, including Contamination up to the limits specified in Appendix B.

l.33.oo@''thefeeperTtlnchargedtt.rCtlllectorsforthedeliveryofIIRRA Rccyclable Materials to the Danbury Recycling Facility or the MRF, as set forth inSection 7.1(b) in the amount described in Appendix E, as may be adjusted from time to time.

1.34. "Resources Recovery Facility" means a facility utilizing processes aimed at

recovery of energy values from solid waste.

1.35. "site" or "sites" means the real property, easements and rights of way located at

and associated with each of the respective Transfer Stations, the White Street Facilities, and the

MRF.1.36 "Solid Waste" means unwanted or discarded solid, liquid, semisolid or contained

gaseous material, including but not limited to demolition debris, bulky waste, food waste and

other materials that may be included in the definitions of solid waste contained in Sections 22a-

207(3) and22a-260(8) of the Connecticut General Statutes, as they may be amended from time

to time.

I.37. "special Handling Waste" means any waste which is excluded from Acceptable

Solid Waste as defined herein.

1.38. flntentionally Omitted]

I.39. 6(Ton') means a "short ton" of 2,000 pounds

1.40. "Tonnage" means accumulated Tons of HRRA Acceptable Solid Waste.

l.4l. "Transfer Station" or "Transfer Stations" means singly or collectively, as the case

may be, the Newtown Transfer Station, the Ridgefield Transfer Station, and the Danbury

Transfer Station described in Sections 10.2,70.3, and 10.4, respectively, used for the receipt and

transfer of HRRA Acceptable Solid Waste from local Collectors' vehicles and, in certain

circumstances set forth in this Agreement, from individual residents' vehicles, for disposal.

1.42. "Unit-Based Collection Pricing System" means a pricing system adopted by a

subscription Collector of MSW and approved by HRRA as a unit-based collection system

pursuant to which the Collector's customer is charged for MSW collection based on the volume

of MSW collected over a period of time such that the custorner pays a greater collection charge

for a greater amount of MSW the customer generates for collection by the Collector over such

7183443 v27

JANUARY 5,2018

period of time.

I,43...@,,shallhavethemeaningsetforthinthefirstRecitalofthis Agreement.

I.44. "Qrganic iUASIe" means organic material, such as food scraps, and also including

without limitation plant-based material and degradable carbon such as paper as may be

acceptable to the final composter or processor.

ARTICLE IIACCEPTANCE AND DISPOSAL OF

LE, SO

2.1 During each Operating Day during the term of this Agreement and otherwise as

permitted in the applicable DEEP permit, WB shall accept at the Transfer Stations, the White

Street Facilities or the MRF, as applicable, and dispose of or process and sell, as applicable,

deliveries by Collectors of all amounts of HRRA Acceptable Solid Waste at its sole cost and

expense, all in the manner as set forth in Articles III, IV and V and as otherwise provided in this

Agreement andlor in accordance with the applicable DEEP permit.2.2 During the term of this Agreement, WB will use commercially reasonable efforts

to cooperate with HRRA in its efforts to assist the Participating Municipalities in their efforts to

meet their obligations under the Connecticut Solid Waste Management Act (Chapter 446d of the

Connecticut General Statutes) including, without limitation, efforts to meet their recycling goals

contained in the Connecticut Comprehensive Materials Management Strategy adopted by the

Commissioner of DEEP in July 2016 inaccordance with Connecticut Public Act 14-94. Inconnection with assisting Participating IVlunicipalities' efforts [o meel" l.heir reuyclilg guals, WBwill use commercially reasonable efforts to support the HRRA in its efforts to encourage

Collectors to adopt viable Unit-Based Collection Pricing Systems for HRRA MSW, provided

that any such program does not have an adverse impact on WB.

ARTIACCEPTANCE AND DISPOSAL OF MSW

3.1 . During each Operating Day during the term of this Agreement, WB shall accept

at the Danbury Transfer Station, the Newtown Transfer Station and the Ridgefield Transfer

Station, respectively, transport from the Newtown Transfer Station and the Ridgefield Transfer

Station to the White Street Facilities and dispose of in a manner to comply with (a) all federal,

state and local laws and regulations, and (b) the provisions of Section 3.3 below, all quantities ofHRRA MSW delivered by Collectors on behalf of HRRA or Participating Municipalities to the

Transfer Stations in accordance with the provisions of this Agreement, which acceptance,

transportation, and disposal shall be undertaken at WB's sole cost and expense, all as otherwise

set lorth in this Agreetneut.

3.2. Not less than one-hundred twenty (120) days prior to the Effective Date, WB

shall demonstrate to HRRA that WB has entered into an enforceable contract or contracts with a

8183443 v27

JANUARY 5,2018

duly licensed disposal facility or facilities that meet all such federal, state and local laws and

regulations with sufficient capacity to accept, on a daily, monthly and annual basis not less than

the Tonnage of all MSW generated within the Participating Municipalities during the calendar

year 2018, as reported by the Participating Municipalities in their respective annual reports to

DEEP for such year. Thereafter, not less than one-hundred twenty (120) days prior to the

beginning of each subsequent Contract Year, WB shall demonstrate to HRRA that WB has

entered into an enforceable contract or contracts as set forth in the preceding sentence for not less

than the Tonnage generated within the Participating Municipalities during the calendar year

preceding the applicable Contract Year.Such contracts shall have a term or terms (duration) ending not sooner than the end of the

applicable Contract Year. WB shall accept such delivelies of MSW at the Transfcr Stations on

an equal, non-discriminatory basis, as among the various Collec.tors, inclrrding any Collector that

is an Affiliate of WB, with respect to hours of access, waiting times, tip fees and other conditions

applicable to Collectors making such deliveries.

3.3. Notwithstanding any other provision of this Agreement, WB, after it has removed

from such MSW any Recyclable Materials it deems appropriate for recycling or reuse, shall

dispose of the MSW delivered to it, in accordance with the so-called "hierarchy" of preferred

disposal methods set forth in the Connecticut Comprehensive Materials Management Strategy

adopted by the Commissioner of DEEP in July 2016 in accordance with Connecticut Public Act

14-94. Specifically, WB shall dispose of MSW delivered to it at a Resources Recovery Facility

if a Resources Recovery Facility is deemed available to it in accordance with the provisions ofSection 3.4 below, and if, and only if, a Resources Recovery Facility is not deemed or actually

available to WB at the time of such dispos al, at an out-of-state solid waste landfill, which landfill

shall hold all valid federal, state and local licenses and permits necessary for its lawful operation'

3.4. A Resources Recovery Facility shall be deemed available to WB if all of the

following conditions are met:

a. The price for tipping the municipal solid waste at the Resources Recovery

Facility is (i) commercially reasonable at such time (taking into account relative

operational and economic costs and benefits) and (ii) substantially similar to or lower

than the price commercially available for disposal of municipal solid waste at such

Resources Recovery Facility by others, as compared to contemporaneous costs at

alternative disposal option(s); and

b. The Resources Recovery Facility offers to WB a term (duration) for the

acceptance of municipal solid waste delivered by WB that is reasonably acceptable,

provided that a term for acceptance of municipal solid waste is the same as the initialterm of this Agreement or longer shall be deemed acceptable to WB; and

c. The disposal agreement with such Resources Recovery Facility provides

WB a commitment that the Resources Recovery Facility will have capacity to receive

WB's shipments as they arrive from time-to-time without unreasonable vehicle waiting

times or uffeasonable time-of-day limitations.

3.5. As part of the process for issuing permits to Collectors for access to the Transfer

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JANUARY 5,20I8

Stations and the White Street Facilities as part of HRRA's regional system and registering

Collectors to collect solid waste in the respective Participating Municipalities, HRRA willinstruct all Collectors that:

a. only HRRA MSW may be delivered to the Transfer Stations or to the

White Street Facilities by or on behalf of HRRA, and that such HRRA MSW will be

delivered (i) in a clean, orderly and safe manner and (ii) in accordance with all reasonable

rules and regulations of operation adopted by WB as made known to, and reasonably

approved by HRRA, at all times while Collectors' vehicles or personnel are on the

Transfer Station premises,b. vehicles fbr deliveries of HRRA MSW to the Transfer Stations and the

White Street Facilities ntust (i) be in safe and clean condition, and in good repair, (ii)comply with the regulations described in subsection (a) above, and (iii) bear

identification as may be reasonably acceptable to WB,c. Collectors must use only certain routes within the vicinity of the

respective Transfer Stations and the White Street Facilities, which routes are set forth in

Section 10.2,I0.3, and 10.4 hereof respectively, constitute reasonably direct access to the

Transfer Stations the White Street Facilities and avoid residential streets to the maximum

extent possible, andd. failure of a Collector to comply with any of subsections (a), (b) or (c)

above may result in either or both: (i) the Collector being required, at its sole cost and

expense, to remedy any such failure, including, without limiting the generality of the

foregoing, removal of any Special Handling Waste delivered by the Collector, and (ii) the

revocation or suspension by HRRA and the applicable Participating Municipality of the

Collector's (A) permit to deliver solid waste to the Transfer Stations or the White Street

-F'acilities and (B) registration to collect solid waste in the appliuable Partiuipating

Municipality.

Additionally, HRRA will make reasonable efforts to encourage all Collectors to deliver

all HRRA Acceptable Solid Waste to the Transfer Stations, White Street Facilities or the MRF,

as applicable.

Notwithstanding any other provision of this Agreement to the contrary, the failure of aCollector to comply with the instructions set forth above shall not be deemed to be a violation by

HRRA of the provisions of this Agreement. WB's initial delivery rules and regulations referred

to in subsections (a) and (b) are as set forth in Appendix B-1 and have been approved by HRRA.

3.6. HRRA and the respective Participating Municipalities shall have the right, upon

reasonable notice to and prior written consent of WB, which consent shall not be unreasonably

withheld, (a) to designate certain highway routes for the transfer by WB or its Affiliates (i) from

the Transfer Stations to the White Street Facilities, (ii) from the White Street Facilities to the

MRF or the location of the Solid Waste Facility(ies) (as defined in Section 22a-207(4) of the

Connecticut General Statutes) to which WB proposes to dispose of Acceptable Solid Waste

delivered to the White Street Facilities, and (iii) from any Solid Waste Facility to any of the

Transfer Stations, the White Street l.-acilities, the MRF, or elsewhere, which routes provide

reasonably direct access to the intended destinations and avoid residential streets to the

183443 v27 10

JANUARY 5,20I8

maximum extent possible, and (b) to require WB and any of its Affiliates to use the Interstate

Highway system to the greatest extent possible, when either transferring or delivering Solid

Waste collected from outside the HRRA Region to the White Street Facility so as to avoid using

local highways in the respective Participating Municipalities to the greatest extent possible.

3.7. Weighing and Shipping Records.

(a) All weighing of vehicles delivering MSW to the Transfer Stations and

transporting MSW from the Transfer Stations for disposal will be performed on scales

provided by WB at the scale house at eachTransfer Station, which shall be operated by

persorutel provided by WB at its solc cxpense. WB shall maintain the calibration of the

icales at the scale house in accordance with the procedures established by the State ofConnecticut, and provide evidence to HRRA annually of such calibration, in order to

weigh all vehicles delivering MSW or transporting MSW for disposal from the Transfer

Stations, and such scales shall be operable not less thang5o/o of the respective Transfer

Stations' Operating Days. WB may, from time to time, require revalidation of the tare

weight of any Collector vehicle. Each loaded vehicle entering or exiting a Transfer

Station's Site shall be weighed, and the gross weight, tare weight, time of delivery and

exit, nature of materials, truck identification, and the Participating Municipality(ies) oforigin of the load shall be accurately recorded on a weigh record. Records of all

weighing shall be maintained by WB'

(b) WB shall provide HRRA with digital electronic copies on a monthly basis ofall weigh tickets=with respect to MSW generated within the HRRA Region.

3.8. WB shall maintain records of the Tonnage delivered on the HRRA's hehalf and

on hehalf of each Participating Municipality and accepted by WB each day and copies of all ofHRRA's weight tickets will be retained for a period of no less than two (2) years. HRRA and the

Participating Municipalities shall have the reasonable right to review such weight tickets at the

White Street Facilities during normal business hours upon advance notice to WB of HRRA's or

the Participating Municipality's desire to conduct such a review, and in such a manner as to not

interfere with the White Street Facilities' orderly operation. In addition, copies of such weight

tickets (on digital storage media if requested by HRRA) shall be attached to WB' monthly report

to the HRRA.

ARTICLE IVSING F

HRRA RECYCLABLE MATERIALS

4.1. During each Operating Day during the term of this Agreement, WB will accept at

the Danbury Recycling Facility or the MRF and either transf'er to the MRF, as applicable, or

otherwise process and sell all Products derived from HRRA Recyclable Material delivered to the

Danbury Recycling Facility or the MRF by or on behalf of HRRA and the applicable

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JANUARY 5,2018

Participating Municipalities, which acceptance, processing and sale shall be undertaken at WB's

sole cost and expense in accordance with the terms of this Agreement. WB will accept such

deliveries of HRRA Recyclable Material at the Danbury Recycling Facility and the MRF on an

equal, non-discriminatory basis, as among the various Collectors, including any Collector that is

an Affiliate of WB, with respect to hours of access, waiting times, tip fees and other conditions

applicable to Collectors making such deliveries.

4.2. Inadvertent Deliveries of Non-Recyclable Material. Collectors will be directed by

HRRA to deliver to the Danbury Recycling Facility and the MRF only Recyclable Material

which conforms to Facility Delivery Standards set forth in Appendix B-2. However, in the event

of any inadvertent delivery of Non-Recyclable Material irt exuess of Facility Delivery Standards,

or Rccyclablc Material which does not conform to Facility Delivery Standards, such delivery

shall not constitute a breach of HRRA's obligations under this Agreement.

4.3. Identification. Rejection. or Processing of Non-Recyclable Material or Recyclable

Material Not Conformine to Facilit)'Deliver)' Standards. WB shall be responsible to inspect

vehicles delivering Recyclable Material to the Danbury Recycling Facility and the MRF.

(a) WB's obligation to accept and process HRRA Recyclable Material from

Collectors shall not restrict or limit WB's obligation to inspect all vehicles delivering

Recyclable Material to the Danbury Recycling Facility or the MRF to determine whether

such vehicle contains Hazardous Waste, Non-Recyclable Material in excess of FacilityDelivery Standards or Recyclable Material not conforming to Facility Delivery Standards

set forth in Appendix B-2. If during any such vehicle inspection, WB determines that

the vehicle is delivering Recyclable Material not conforming to said Facility Delivery

Stanclartls, WB shall requile the Collector to tcmovc thc vchiclc from thc Site. WB shall

immediately notify HRRA of any such rejection stating the date and time of rejection, the

Collector and driver's name, the Participating Municipality of origin, and the reason(s)

for rejection and shall follow this with a report in writing of the same information withintwo (2) calendar days delivered to HRRA.

(b) If a load of Recyclable Material is unloaded onto the Danbury Recycling

Facility or MRF tipping floor, and WB determines that said load contains Hazardous

Waste, Non-Recyclable Material in excess of Facility Delivery Standards or Recyclable

Material not conforming to Facility Delivery Standards set forth in Appendix B-2, WB

shall immediately notify HRRA. The load shall be processed, if reasonably possible, and

any costs, in addition to normal operating costs associated with processing a load ofconforming Recyclable Materials, shall be charged to the Collector, provided however, ifthe Collector cannot be determined or if the non-conforming materials were delivered by

someone other than a Collector, shall be the responsibility of WB.

(c) If a load of Recyclable Material described in (b) above cannot be processed

because it is contaminated withHazardous Waste, WB will promptly notify HRRA and

follow the guidelines in accordance with its DEEP permit, as tbllows: "Hnsure that any

unacceptable solid waste inadvertently received, or solid waste which is unsuitable forprocessing at the fFacility] is: (i) promptly sorted, separated, isolated and temporarily

183443 v27 t2

JANUARY 5,2018

stored in a safe manner prior to off-site transport; (ii) recorded in the daily log and

reported in the quarterly report required by this document; and (iii) disposed at a facility

lawfully authorized to accept such waste. A spare container shall be available for any

storage emergency."

4.4. Removal and Disposal of Process Residue. WB shall be responsible for the

removal, transportation and disposal of all Process Residue and Contaminant in accordance withall applicable law. All cost and expense of such removal, transportation and disposal shall be

paid by WB.

4.5. Weighing" Shipping Records and Monthly Reports'

All weighing of vehicles delivering Recyclable Materials to the Danbury Recycling

Facility or the MRF and shipping Product from the Danbury Recycling Facility or the MRF,

monthiy reporting of Tonnage, and maintenance of records with respect to Recyclable Materials

will be performed in substantially the same manner as set forth in Sections 3.7 and 3.8 hereof.

ARTI EVANCE oFo

ACCEPTABLE WASTE

5.1 During each Operating Day during the term of this Agreement, WB shall accept at

the White Street Facilities and dispose of in a manner to comply with all federal, state and local

laws and regulations, Other Acceptable Waste within the HRRA Region and delivered by

Collectors on behalf of HRRA or Participating Municipalities to the White Street Facilities at its

sole cost and expense in accordance with the provisions of this Agreement. WB will accept such

deliveries of Other Acceptable Waste atlhe White Street Facilities on an equal, non-

discriminatory basis, as among the various Collectors, including any Collector that is an Affrliate

of WB, with respect to hours of access, waiting times, tip fees and other conditions applicable to

Collectors making such deliveries.

5.2. Weighing. Shipping Records and Monthly Reports'

A11 weighing of vehicles delivering Other Acceptable Waste to the Transfer Stations and

the White Street Facilities and shipping from the Transfer Stations and the White Street

Facilities, monthly reporting of Tonnage, and maintenance of records with respect to Other

Acceptable Waste will be performed in substantially the same manner as set forth in Sections 3.7

and 3.8 hereof.

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JANUARY 5,2018

ARTICLE VIREFUSAL TO ACCEPT DELIVERIES

OF SOLID WAS TE

6.1. WB shall have the right, without liability to HRRA or the Participating

Municipalities, to refuse deliveries of the following types or categories of Solid Waste:

(a) Waste other than HRRA Acceptable Solid Waste,

(b) Any waste delivered at other than the then established receiving hodrs as

conspicuously posted or as given by written notice to the HRRA by WB, or any waste

otherwise delivered by or on behalf of HRRA in a manner or by means not in conformitywith the requirements of this Agreement, and

(c) Any or all waste which WB is unable to accept as the result of a Force

Majeure Event.

6.2. WB may also refuse delivery of any or all of HRRA MSW at a particular

Transfer Station for reasons other than those identified in Section,6.1, including waste it isunable to process due to WB fault or negligence, but in such event, WB shall direct such HRRAMSW to another of the Transfer Stations which has the capacity to accept such HRRA MSW,provided that WB uses commercially reasonable efforts to correct its inability to accept and

process such HRRA MSW at the particular Transfer Station as soon as reasonably possible.

ARTICLE VIIMSW TIP FEES. RECYCLING TIP FEES

7.1. WB shall collect or make arrangements with, in accordance with reasonable rules

and regulations administered by WB subject to HRRA's prior approval which shall not be

unreasonably withheld, the Participating Municipalities or their Collectors, as contemplated inthe respective Municipal Regional Solid Waste and Recyclables Agreements, for the collectionof the MSW Tip Fees and the Recyclables Tip Fees as the sole means of compensation to WBunder this Agreement for transfer, transport and disposal of HRRA MSW and the transfer,

transport, processing and sale of HRRA Recyclable Materials. Each of the MSW Tip Fee and the

Recyclables Tip Fee shall remain in effect for the fiscal year July 1 through June 30, beginningon July I,2019.

(a) The MSW Tip Fee is a uniform charge per Ton established for each Contract

Year, and collected as set forth in Article VIII in payment for all HRRAMSW delivered by or on behalf of HRRA and accepted by WB at the

Transfer Stations. The MSW Tip Fee for the Contract Year beginning July 1,

2019 shall be $85.00 per Ton.(b) The Recyclables Tip Fee is a uniform charge per Ton established from time to

time by WB in the manner set forth in Appendix E, based on market

conditions for the sale ofProducts derived from processed recyclables.

183443 v27 14

JANUARY 5,2018

7.2. MSW Tip Fee Adjustments.

(a) For all HRRA MSW delivered to and accepted at the Transfer Stations in

accordance with this Agreement in any Contract Year beginning July 1,

2020 andthereafter, the MSW Tip Fee ("MSWTF") to be paid to WB by

the Collectors, independent of any adjustment permitted under any

provision of this Agreement other than this Section 7.2(a), wB may

increase such MSWTF by up to $1.00 per Ton per Contract Year in each

of the second through fifth Contract Years (the "Maximum Permitted

Yearly WB may determine to not increase the MSWTF by the

(c)

Maximum Permitted Yearly Increase, in whole or in part, in any Contract

Year ("Reserved MSWL Inglgqsgl" refers to the aggregate amount of allMaximum Permitted Yearly Increases that were not applied, in whole or inpart, in any Contract Year(s)). After the conclusion of the fifth Contract

Year, independent of any adjustment permitted under any provision of this

Agreement other than this SectionT.2(a), the Maximum Permitted Yearly

Increase will be increased to $1.50 per Ton per Contract Year, and in the

event WB so increases the MSWTF, WB will increase the HRRA MSWProgram Fee by $0.25 per Ton per Contract Year.

WB may decrease the MSWTF (a "MSWTF Discount") from time to time

during any Contract Year, and will inform the HRRA of any such

decrease. wB may at any time after implementing MSWTF Discount(s)

restore the MSWTF to its pre- MSWTF Discount(s) amount.

To the extent there are any Reserved MSWTF Increases which have not

been implemented by WB, WB may increase the MSWTF at any time by

the amount of such Reserved MSWTF Increase(s), in whole or in part.

The MSWTF is inclusive of all currently existing taxes and fees but shall

be exclusive of any and all new, additional or increased governmental

fees, taxes, charges, Surcharges, tolls and other governmental fees relating

to WB's transfer, transportation and disposal of HRRA MSW. WB may

increase the MSWTF on a per Ton basis to account for the impact of such

new, additional or increased governmental fees, taxes, charges, surcharges

or tolls. Such increases shall become effective thirty (30) days from such

time HRRA is provided written notice of the increase from WB. The

MSWTF shall also be exclusive of new all fees and charges assessed after

the Contract Date by the municipality, county or state in which the HRRAMSW originates.

(b)

(d)

(e) If the documented fuel (diesel) expenses incurred by WB in its operational

and transfer station costs exceed $3.50 per gallon (the "Base Fuel Cost"),

then (i) for every $.25 increase in WB's fuel expenses in excess of the

Base Fuel Cost, in addition to the Maximum Permitted Yearly Increase,

WB may increase the MSWTF on a per Ton basis to account for the

183443 v27 15

JANUARY 5,2018

impact of such fuel expense, and (ii) for every $.25 decrease in WB's fuelexpenses in excess of the Base Fuel Cost, WB will reduce the associated

prior increase imposed by WB pursuant to the preceding clause (ii) by a

commensurate amount. For the avoidance of doubt, in no case will the

Base Fuel Cost be less than $3.50. Pricing adjustments under this Section

7 .2(e) shall be made on a quarterly basis.

(0 The pricing and other terms set forth in this Agreement have been

determined and agreed to based upon (i) the constituent group ofmunicipal members that have been Participating Municipalities as

contemplated in that certain Municipal Waste Supply and Disposal

Agreement by and betwccn HRRA and Wheelabrator Environmental

Systems, Inc. ("WES"), dated October 23,1991, as amended from time totime (the "WES Agreement"), (ii) the historic (from July I ,2017 to June

30,2018) average monthly volume of Recyclable Materials that each ofthe Participating Municipalities as contemplated in the Regional Single

Stream Recycling Service Agreement by and between HRRA and WBdated as of February 21, 2013, has delivered to the Danbury RecyclingFacility, Ridgefield Transfer Station and Newtown Transfer Station, (iii)the historic (from July 1, 2017 to June 30, 2018) average monthly volume

of HRRA MSW processed by WB, and (iv) transfer, transportation and

disposal costs incurred by WB being, in the aggregate, up to $55. If there

is a material change in any of such factors, then the parties agree that they

will negotiate in good faith to modify the terms of this Agreement in an

equitable fashion, as appropriate, to address the economic impact of such

material change(s).

7 .3. In order to act as a disincentive for Collectors to declare inaccurately the origin ofHRRA Acceptable Solid Waste as not having been generated within the HRRA Region, WB willnot knowingly charge, and will cause its Affiliates not to charge, a Tip Fee for the acceptance ofHRRA Acceptable Solid Waste delivered to any transfer station or other solid waste facilityowned or operated by WB or any of its Affiliates by any Collector in an amount less than the

MSW Tip Fee or the Recyclables Tip Fee, as applicable, being charged pursuant to thisAgreement at the time of the delivery. In the event that WB discovers that HRRA Acceptable

Solid Waste was inaccurately declared by a Collector when WB unknowingly accepted such

waste in any of its Transfer Stations, the White Street Facility or the MRF, or any transfer station

or other solid waste facility owned or operated by WB or any of its Affiliates, WB will promptly

report such inaccurate declaration to HRRA.

7.4. If WB or any of its Affiliates knowingly accepts any HRRA Acceptable Solid

Waste in violation of Section 7.3, or if any of its Affiliates which is a Collector, delivers any

HRRA Acceptable Solid Waste other than to a Transfer Station, the White Street Facilities or the

MRF, as applicable, as contemplated in this Agreement, WB shall include in all applicable

reports to HRRA and DEEP, as appropriate, the amount of any such HRRA MSW, HRRARecyclable Material, or HRRA Other Acceptable Waste included as part of such HRRAAcceptable Solid Waste.

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JANUARY 5,2018

ARTICLE VIIIPAYMENTS

8.1. WB will invoice the Collectors weekly for all MSW Tip Fees and Recyclables

Tip Fees applicable to that month. Copies of all invoices will also be sent to HRRA at the same

time as sent to the Collectors. Also, within fifteen (15) days of the end of each month, WB willsend to HRRA an accounts receivable aging report, showing the amount of the receivable fromeach Collector, with agings of current, 30, 60 and 90 and over days, as of the end of such month.

In the event a Participating Municipality is a Collector, all ittvoice will be seut to thatParticipating Municipality. Except as otherwise agreed to by WB, Collectors shall make payment

to WB of all invoice amounts within forty-five (45) days from the date of such invoice.If an eruor on the part of the Collector results in an overpayment to WB, WB shall

promptly notify the Collector, and shall either promptly refund such overpayment to the

Collector or apply the overpayment to the Collector's next invoice. No interest shall accrue to the

Collector as a result of such overpayment.In the event the Collector disputes a portion of any invoice, the Collector shall pay the

undisputed portion of said invoice within the terms of this Section 8.1 and shall promptly pay the

remaining balance, if any, upon resolution of such dispute.

8.2. The obligation of WB and the Collectors to pay the amounts to be paid by each

party from time to time hereunder shall not be subject to diminution by reason of any shutdownof any of the Transfer Stations, the White Street Facilities (or any portion thereof), or the MRF,or of any set-off, abatement, counterclaim, existence of a dispute or any other reason, known or

uukuown, foleseeable or unforeseeable, which might othcrwisc constitutc a lcgal or cquitablcdefense or discharge of the liahilities of either party hereunder or limit recourse against eitherparty.

8.3. In the event that any Collector is more than forty-five (45) days delinquent (that ispayment has not been made within forty-five (45) days (or such longer period if so providedunder a WB-approved payment plan with such Collector) of the date of the invoice) (the "ShutOff Date") in payment of any MSW Tip Fee, Recycling Tip Fee, or Other Acceptable MaterialsTip Fee due and owing, WB shall reject any further deliveries from such Collector to the

Transfer Stations, the White Street Facilities andlor the MRF until such amount is paid in full,provided that WB has followed its standard billing procedures, as consistently applied. Uponrequest from the HRRA, WB will advise the HRRA of WB's standard billing procedures. WBmay immediately begin to reject a Collector's deliveries until the account is brought current if a

Collector defaults on the terms of a payment plan entered into with WB. The above collectionsprotocol shall be applied equally to all Collectors, including without limiting the generality of the

foregoing, any Collector that is an Affiliate of WB, provided however, that WB must rejectdeliveries of a Collector that is an Affiliate of WB and more than forty-five (45) days delinquentwhether or not WB has applied the collection protocol to such Affiliate.

If any Collector fails to deliver to WB any required payment within fbrty-five (45) days

of the statement date, the HRRA will, and where permitted by applicable law will cause each

Participating Municipality to, suspend such Collector's license to collect Acceptable Solid Waste

183443 v27 l7

JANUARY 5,2018

from the Participating Municipalities. Upon request, WB will provide to the HRRA

documentation which reflects the non-payment by any such Collector and the procedures used by

WB to collect amounts owed from any such Collector, which procedures shall be in accordance

with WB's billing and collection procedures.

ARTICLE IXHRRA PROGRAM FEES

g.l. In consideration of HRRA operating the Regional Solid Waste and Recyoling

Systern for tfie HRRA Region and conducting recycling education programs for the HRRA

Region and thereby enhancing WB's disposal and recycling operations in the HRRA Region,

WB shall:

(a) pay to HRRA fifteen thousand dollars ($15,000) attributable to the MSW

Program Fee and the Recyclables Program Fee within thirty (30) days after invoicing by

HRRA at the end of cach calcndar month. At the end of each calendar quarter (each

calendar quarter a "True-Up Period"), the HRRA shall invoice or credit to WB the

difference between (i) the balance of all unpaid MSW Program Fee and the Recyclables

Program Fee amounts LESS (ii) all amounts paid by WB to the HRRA during such

calendar quarter pursuant to this Section (the "Program Fee Adjustment Amount"). Ifapplicable, within fifteen (15) days after invoicing by HRRA, WB shall deliver to the

HRRA payment of such Program Fee Adjustment Amount, but only to the extent that

WB hasreceived payment of the applicable MSWTF and Recyclables Tip Fees from the

respective Collectors with respect to the Tonnage HRRA MSW and HRRA Recyclable

Matcrial dclivered by suoh Collectors to the Transfer Stations, the White Street Facilities

and the MRF for the applicable months and any applicable prior months (the "True-Up

Amount"). Notwithstanding the foregoing, if the True-Up Amount is a negative number

(that is, if the amounts of applicable MSWTF and Recyclables Tip Fees received by WB

from the respective Collectors for the applicable True-Up Period is less than the amount

calculated ai set forth in clause (i) above for such period), such deficit shall be applied to

reduce the next monthly payment required by clause (i) above temporarily by the amount

of such deficit, it being understood that such reduction in the invoiced amount shall be

restored at such time as and to the extent that the True-Up Amount becomes a positive

number. Within fifteen ( 1 5) days after the end of each True-up Period, WB shall provide

to HRRA evidence of WB's the amounts of collections of MSWTF and Recycling Tip

Fees for the applicable True-Up Period and areconciliation of such collections with the

prior collections and payments made pursuant to clauses (i) and (ii) above; and

(b) sponsor HRRA' s educational programs in an annual amount of $6,000 per

quarter of each Contract Year (i.e., $24,000 per Contract Year), which amount shall be

allocated as an education program fee, subject to HRRA's compliance with the terms ofthis Agreement.

183443 v27 18

JANUARY 5,2018

ARTICLETRANSFER STATIONS

10.1. Transfer Stations. WB shall provide and, during the term of this Agreement,

operate and maintain certain Transfer Stations (as defined in Section 22a-107(10) of the

Connecticut General Statutes) suitable for the receipt and transfer of HRRA Acceptable SolidWaste, all as set forth below.

10.2. Newtown sfer Station. HRRA has, pursuant to a certain transfer station lease

dated as of _, 2018, by and between HRRA and the Town of Newtown("Newtown") which lease is attached to this Agreement as Appendix G (the "Newtown Lease"),leased from Newtown a municipal solid waste transfer station, within the meaning of Section22a--207(10) of the Connecticut General Statutes, which is owned by and, up to the EffectiveDate, was operated by Wheelabrator Environmental Systems, Inc. on behalf of HRRA and whichis further described in the Newtown Lease (the "Newtown Transfer Station").

(a) HRRA hereby grants to WB an exclusive non-assignable license to enter

on, occupy and use the Newtown Transfer Station for the purpose of operation and

maintenance of the Transfer Station for the purposes set forth below. Such license shallinclude all the rights, and privileges that HRRA is or shall be granted under the NewtownLease with respect to the Newtown Transfer Station subject, however, to any and allobligations, restrictions, limitations and conditions imposed on HRRA and set forth in the

Newtown Lease. Such license shall commence on July I,2019 and shall terminate on theearlier of the last day of this Agreement and the termination of the Newtown Lease.

Except as expressly omitted and/or limited by the terms set forth in this Agreement,during the period of such license, WB shall fully disoharge and carry out in a tirnelymanner all of the obligations and duties of the Lessee under the Newtown Lease and shallindemnify and hold harmless HRRA and Newtown from any loss, cost, claim or liabilitythat may arise from WB's failure to do so.

(b) WB shall staff, equip, operate and maintain a transfer station, as defined inSection 22a-107(10) of the Connecticut General Statutes, the Newtown Transfer Stationin such a manner as to provide a capability of receiving, handling and transporting to the

White Street Facilities, all HRRA Acceptable Solid Waste received from the ParticipatingMunicipalities of Newtown and Brookfield during the term of this Agreement. TheNewtown Transfer Station operation and management shall be as specified by WB inconformity with all applicable state and local codes and regulations.

(c) WB shall, at its own cost and expense, make such non-structuralmodifications, upgrades and expansions to the Newtown Transfer Station as WBdetermines in its sole discretion to be reasonably necessary to make and keep theNewtown Transfer Station adequate and suitable for receiving HRRA Acceptable SolidWaste in the quantities required. These will include, but not be limited to, replacing,upgrading or modifying the operating and monitoring equipment for the truck scale such

that the equipment shall be compatible with, and capable of being integrated into the fully

183443 v27 I9

JANUARY 5,2018

integrated scale house computer system to be installed by WB pursuant to Section 10.10

below.

(d) Notwithstanding the exclusive nature of the license granted by HRRA to

WB hereunder with respect to the Newtown Premises, WB shall (i) permit individual

residents of Newtown to ingress to and egress from the Newtown Transfer Station for the

purpose of depositing Acceptable Solid Waste generated by them at the NewtownTransfer Station ("Newtown Citizen Drop-Off'); (ii) permit Newtown employees or

agents ingress and egress to the Newtown Premises for the purpose of access to the

Newtown landfill and maintenance of the scale house as necessary; (iii) permit Newtown

to station an employee at the Newtown Transfer Station to monitor Newtown Crtrzen

Drop-Off and perform other functions at thc Ncwtown landfill site; and (iv) permit

HRRA and the Towns of Newtown and Brookfield, and their agents and representatives,

to inspect the Newtown Transfer Station and operation thereof and for such other

pu{poses as may be permitted by this Agreement, all such access to be in strict

accordance with rules, procedures and protocols adopted by WB to assure employee and

invitee safety, and no such access, entry andlor activities shall interfere with WB'soperation of the Newtown Transfer Station.

(e) In no event shall WB be responsible for any environmental matters,

contamination and/or conditions at, under, upon or emanating from the Newtown

Premises existing as of WB's entry thereon to operate the Newtown Transfer Station.

WB shall not be required to perform any environmental testing, monitoring andlor

cleanup of any environmental contamination not resulting from an act and/or negligence

of WB.

(D Any structural improvements arising and necessitated after the Effective

Date with respect to any of the transfer station operating building, scale, or scale house,

or all of them, will be the responsibility of Winters Brothers except in the case of normal

wear and tear. In the case of structural improvements necessitated by normal wear and

tear, HRRA will cause Newtown to solicit three bids, and cause Newtown to select the

bidder approved by it and WB based on the bids and pre-bid qualifications; WB will, and

HRRA will cause Newtown to, share the associated cost of improvements caused by

normal wear and tear equally by both parties.

(g) In all cases, any access to the Newtown Premises by Newtown andlor

HRRA shall not interfere with WB's business operations.

(h) (i) The requirement of thirty (30) days prior notice as to cancellation,

termination or alteration of any insurance coverage shall be subject to agreement of the

insurer to provide the same.

(ii) HRRA shall cause Newtown to provide WB with proof of allcoverage required or otherwise maintained by each such entity, which proof may

include a certificate of insurance; and each such policy shall name WB as an

183443 v27 20

JANUARY 5,2018

additional named insured

(iii) Each insurer of Newtown and HRRA shall waive subrogation as to

WB

(i) HRRA shall not breach the Newtown Lease in any manner whatsoever nor

cause WB to be in breach of the Newtown Lease. HRRA shall proceed promptly to

enforce the performance of the Newtown Lease by Newtown at all times. HRRA hereby

assigns to WB the right and option to proceed directly against Newtown in the event ofany failure by Newtown to perform all Newtown requirements and obligations as set

forth in the Ncwtown Lease.

10.3. Ridsefield Transfer Station. HRRA has, pursuant to a certain transfer station

lease by and between HRRA and the Town of Ridgefield ("Ridgefield"), dated as of2018, which lease is attached to this Agreement AS Appendix H (the

"Ridgefield Lease"), leased from Ridgefield a municipal solidmeaning of Section 22a-207(10) of the Connecticut Gener

waste transfer station, within the

al Statutes, which is owned by

Ridgefield, and, up to the Effective Date, was operated by Wheelabrator Environmental Systems,

Inc. on behalf of HRRA and which is further described in the Ridgefield Lease (the "RidgefieldTransfer Station").

(a) HRRA hereby grants to WB an exclusive non-assignable license to enter

on, occupy and use the Ridgefield Transfer Station for the purposes set forth below.

Such license shall include all the rights and privileges that HRRA has been granted under

the Ridgefield Lease with respect to the Ridgefield Transfer Station subject, however, to

any and all obligations, restrictions, limitations and conditions imposed on HRRA and set

forth in the Ridgefield Lease. Such license shall commence on July l, 2019, and shall

terminate on the earlier of the last day of this Agreement and the termination of the

Ridgefield Lease. Except as expressly omitted andlor limited by the terms set forth inthis Agreement, during the period of such license, WB shall fully discharge and carry out

in a timely manner all of the obligations and duties of the Lessee under the Ridgefield

Lease and shall indemnify and hold harmless HRRA and Ridgefield from any loss, cost,

claim or liability that may arise from WB's failure to do so.

(b) WB shall equip, staff and operate the Ridgefield Transfer Station as a

transfer station, as defined in Section 22a-I07(10) of the Connecticut General Statutes,

in such a manner as to provide a capability of receiving, handling and hauling to the

Danbury Transfer Station all HRRA Acceptable Solid Waste received from the

Participating Municipalities of Ridgefield and Redding for the term of this Agreement.

(c) WB shall, at its own cost and expense, make such modifications, upgrades

and expansions to the Ridgefield Transfer Station as may be reasonably necessary to

make and keep the Ridgefield Transfer Station adequate and suitable for receiving HRRAAcceptable Solid Waste in the quantities required. These will include, but not be limited

to, replacing, upgrading or modifying the operating and monitoring equipment for the

truck scale such that the equipment shall be compatible with, and capable of being

183443 v27 2l

JANUARY 5,2018

integrated into the fully integrated scale house computer system to be installed by WB

pursuant to Section 10.10 below.

(d) In addition to the operational requirements set forth in Section 10.8,

below, Wg rltutt assist Ridgefield in the administration of its program for allowing

individual residents of Ridgefield to deposit Acceptable Solid Waste generated by them

at the Ridgefield Transfer Station ("Ridgefiel d Citizen Drop-Off'). Acceptable Solid

Waste received through the Ridgefield Citizen Drop-Off will be treated by WB as HRRA

Acceptable Solid Waste. Other aspects of WB's assistance shall be as determined by

mutual agreement between WB and Ridgefield from time to time.

(e) Notwithstanding the exclusive nature of the license granted by HRRA to

WB herzunder with respect to the Ridgefield Transfer Station, WB shall (i) permit

individuals access to the Ridgefield Transfer Station for the purpose of Ridgefield Citizen

Drop-Off; and (ii) permit HRRA and the Towns of Ridgefield and Redding, and their

ug"ntr and representatives to inspect the Ridgefield Transfer Station and the operation

thereof and for such other purposes as may be permitted by this Agreement, all such

access to be in strict accordance with rules, procedures and protocols adopted by WB to

assure employee and invitee safety and no such access, entry andlot activities shall

interfere with WB's operation of the Ridgefield Transfer Station.

(0 In no event shall WB be responsible for any environmental matters,

contamination and/or conditions at, under, upon or emanating from the Ridgefield

Premises existing as of WB's entry thereon to operate the Ridgefield Transfer Station.

WB shall not be required to perform any environmental testing, monitoring andlor

cleanup of any enviromnental contamination not resulting from an act and/or negligence

of WB.

(g) Any structural improvements arising and necessitated after the Effective

Date with respect to any of the transfer station operating building, scale, or scale house,

or all of thern, will be the responsibility of Winters Brothers except in the case of normal

wear and tear. In the case of structural improvements necessitated by normal wear and

tear, HRRA will cause Ridgefield to solicit three bids, and cause Ridgefield to select the

bidder approved by it and WBbased ott i[" bids and pre-bid qualifications; WB will, and HRRA will cause Ridgefield

to, share the associated cost of improvements caused by normal wear and tear equally by

both parties.

(h) In all cases, any access to the Ridgefield Premises by Ridgefield and/or

HRRA shall not interfere with WB's business operations.

(i) (i) The requirement of thirty (30) days prior notice as to cancellation,

termination or alteration of any insurance coverage shall be subject to agreement of the

insurer to provide the same.

(ii) HRRA shall cause Ridgefield to provide WB with proof of all

183443 v27 22

JANUARY 5,2078

coverage required or otherwise maintained by each such entity, which proof may

include a certificate of insurance; and each such policy shall name WB as an

additional named insured.

(iii) Each insurer of Ridgefield and HRRA shall waive subrogation as

to WB

1j) HRRA shall not breach the Ridgefield Lease in any manner whatsoever

nor cause WB to be in breach of the Ridgefield Lease. HRRA shall proceed promptly to

enforce the performance of the Ridgefield Lease by Ridgefield at all times. HRRAhereby assigns to Wts the right and option to proceed directly against Ridgefield in the

evelt of any failure by Ridgefield to pcrform all Ridgefield requirements and obligations

as set forth in the Ridgefield Lease.

10.4. Danburv T fer Station. WB owns and operates a solid waste transfer station

as defined in Section 22a-I07(10) of the Connecticut General Statutes located at 307 White

Street, Danbury, Connecticut, to wit, the Danbury Transfer Station. WB shall staff, equip,

operate, maintain and (if necessary) modify or expand the Danbury Transfer Station in such a

manner as to provide a capability of receiving and handling deliveries from Collectors to the

Danbury Transfer Station of all HRRA Acceptable Solid Waste received from the Participating

Municipalities of Danbury, Bethel, New Fairfield, New Milford, Kent, Sherman and

Bridgewater, and transfers of all HRRA Acceptable Solid Waste from the Newtown Transfer

Station and the Ridgefield Transfer Station to the White Street Facilities for the term of the

Agreement. WB shall be responsible, at its sole cost and expense, for all transfers of HRRAAcceptable Solid Waste from the Newtown Transfcr Statiol urd the Ridgefield Trausfel Station

to the Danbury Transfer Station. When economically or operationally advantageous, WBreserves the right to dispose of all HRRA Acceptable Solid Waste received at the Newtown

Transfer Station and the Ridgefield Transfer Station at a licensed disposal facility in lieu oftransferring said waste to the Danbury Transfer Station. WB will work with HRRA in an effortto implement business practices which promote HRRA's recycling goals.

10.5. Permits. All federal, state and local permitting and approval requirements with

regard to land use, if necessary, at the Newtown Transfer Station, and the Ridgefield Transfer

Station are the sole responsibility of HRRA, and with regard to the White Street Facilities, WB

shall obtain and maintain all permits and approvals relating to the operation of the Transfer

Stations.

10.6. Waste Reduction and Material Recovery Center. WB will, at its sole cost and

expense, design, construct, enhance or repurpose, operate and maintain at the site of the White

Street Facilities a Waste ReductiorVMaterials Recovery Center (the "WRMR Center"), which

shall include, as determined appropriate by WB, the installation of new equipment. Such

WRMR Center will be sized and equipped to efficiently process the full portion of the HRRAMSW stream that is identified by WB as containing a reasonable amount of recyclable material

with the goal of economically and safely extracting as much of said material as reasonably

possible. WB will use reasonable business practices to identify process and capture as much

183443 v27 23

JANUARY 5,2018

material as reasonably possible and report the recaptured volumes to the HRRA on a monthly

basis.

WB's obligation to design, construct, renovate or repurpose, operate and maintain the

WRMR Center pursuant to this Section 10.6 are contingent on receipt of all such permits,

licenses, and reai property remediation requirements, provided however, that WB shall obtain as

soon as reasonably possible all design work necessary in order to obtain all required permits and

licenses, and shall diligently pursue the applications for such licenses and permits as soon as

reasonably practicable after the execution of this Agreement. Subject to the foregoing, WB willuse commeicially reasonable efforts to construct, renovate, etilrance or lepupose the WRMR

Center in an effort to cause the WRMR Center to be in operation not later than the Effective

Date. HRRA will use reasonable efforts to support WB's applications for permits and licenses

necessary for WB's constructiorVrenovation/repurposing and operation of the WRMR.

10.7. Anaerobic Digester. HRRA supports WB's expressed long-range interest in

constructing, at WB's sole cost and expense, an anaerobic digester at the White Street Facilities

for the processing of Organic Waste. Upon future negotiation of, and agreement by and between

HRRA and WB, concerning the future fees to be charged to Collectors for WB's acceptance ofand appropriate processing of Organic Waste generated within the HRRA Region and delivered

to WB, HRRA will use reasonable efforts to support WB's applications for permits and licenses

necessary for WB's construction and operation of such an anaerobic digester'

10.8. Operation and Maintenance of the Transfer Stations. WB will use the Transfer

Stations only for iheir intended purposes and will not misuse them. WB will provide all services

necessary to provide that the Transfer Stations shall be operated in a safe and sanitary manner.

WB agrees to provide services to operate and maintain the Transfer Stations in compliance with

applicable terms and conditions of this Agreement.

(a) WB's responsibility for the operation and maintenance of the Transfer

Stations shall include but not be limited to acceptance at the Newtown Transfer Station

and the Ridgefield Transfer Station of all HRRA Acceptable Solid Waste for transfer to

the White Sireet Facilities, if applicable, or elsewhere as provided herein. WB shall use

its commercially reasonable efforts to deny admission to the Transfer Stations of any

vehicle carrying Special Handling Waste or other waste which may leak or spill, or allow

waste to be blown or scattered before unloading. WB shall notify HRRA and the

appropriate Participating Municipality promptly should WB discover that Special

fiandling Waste hai been delivered to a Transfer Station, which notice shall include the

identity of tn. Collector that delivered the Special Handling Waste. If requested by

HRRA, WB shall, at its sole cost and expense, cause any Special Handling Waste which

is discovered to be promptly removed and delivered to an appropriately permitted

disposal site within or without the State of Connecticut, provided howevet, that nothing

herein shall be deemed to prevent WB from recovering the cost of such removal and

delivery from the Collector delivering such Special Handling Waste if the identity ofsuch Collector can be determined.

183443 v27 24

JANUARY 5, 2018

(b) WB shall comply with all applicable federal, state and local laws, and

regulations and all permits and permit conditions pertaining to the operation of the

Transfer Stations and the use of the Transfer Station Sites including the maintenance ofany operator's licenses that WB is required to hold in order to be an operator of the

Transfer Stations, and WB shall provide for operation and maintenance of the Transfer

Stations in the manner necessary to enable WB and/or the HRRA to maintain any other

permits and licenses required for the lawful operation of the Transfer Stations' Subject to

the terms set forth in this Agreement, WB shall allow reasonable access to the Newtown

Transfer Station and the Ridgefield Transfer Station upon request by HRRA or Newton

or Ridgefield, as applicable, for the purpose of the inspection of the operation and

maintenance of those Transfer Stations; and shall allow access to the Danbury Transfer

Station upon request by HRRA for the purpose of the inspection of the opcration and

maintenance of the Danbury Transfer Station upon reasonable prior written notice, during

wB's normal business hours, and with no disruption to wB's business.

(c) WB shall provide all personnel required to operate the Transfer Stations,

and their scales. WB will bear all expenses of staffing and complete compensation ofpersonnel in terms of wages and benefits. Any observers, monitors or other personnel

provided by the HRRA or any Parlicipating Municipality at Transfer Stations will be

compensated by the HRRA or the Participating Municipality'

(d) WB shall provide security for the Transfer Stations and stationary and

mobile equipment, including the transfer vehicles and the scales and scale houses'

(e) Except as otherwise set forth in this Agreement, WB shall maintain

(excluding the requirement to undertake structural work/improvements at l"he New[uwrt

or Ridgefield Transfer Stations) the Transfer Stations (including without limitation,

buildings, grounds, scales, control systems, parking areas, access roads, utilities, building

fixtures, diainage and dust collection systems, WB equipment, materials and supplies)

and site property (including access roads), and conduct all pest extermination, landscape

maintenance (including perimeter fencing and gates), litter and vector control within the

grounds of the Transfer Stations, together with on-site traffic control, safety, first-aid,

wash down, and fire protection. Notwithstanding the foregoing, with respect to the

Newtown Transfer Station, HRRA shall cause the Town of Newtown to maintain the

scale house at the Newtown Transfer Station (but such maintenance shall not include

maintenance of the scales or any operating or monitoring equipment related to such

scales) and certain access roads, in accordance with the Newtown Lease. Additionally,

HRRA shall ensure that adequate insurance to insure against partial or complete loss of,

or damage to, the structures located at the Transfer Stations is maintained by the

respective municipalities.

(0 WB shall provide all legal, accounting and engineering fees associated

with normal operation of the Transfer Station as well as insurance coverage.

10.9. Costs and Expenses. Except as otherwise set forth in this Agreement, all costs and

expenses of design, staffing, equipping, operating and maintaining the Transfer Stations in

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accordance with the requirements set forth in this Agreement shall be borne by WB and such

costs and expenses shall be deemed to be incorporated into the MSW Tip Fee.

10.10. Computer System. WB shall at its own cost and expense, provide and install a

fully integrated scale house computer system for monitoring and recording the informationrequired to be provided pursuant to this Agreement with respect to HRRA MSW, HRRARecyclable Materials and HRRA Other Acceptable Waste received, accepted, rejected ordiverted by WB at the Transfer Stations, the White Street Facilities and the MRF (the "ComputerSystem"). The Computer System shall consist of a central processing unit at WB's White Street

Facilities, a local terminal at each of thc Transfcr Stations, the White Street Facilities and theMRF capable of recording the information required by this Agreement, and a terminal at theHRRA offices with the capability of accessing and reading out any information or data in theComputer System and entering into the Computer System data concerning the permit and

registration status of Collectors, both on a real time basis. WB shall design and select the

Computer System, after consultation with HRRA. The Computer System shall be operational,after appropriate testing, with respect to the central processing unit, the HRRA terminal and theterminals in the Transfer Stations, the White Street Facilities and the MRF, no later than the

Effective Date.

ARTICLE XITERM

11.1. This Agreement shall become binding on the parlies immediately upon theContract Date, subject to: (a) the provisions of Sections 22a-213 of the Connecticut General

Statutes with respect to its required approval by the Commissioner of DEEP, and (b) HRRAentering into Municipal Regional Solid Waste and Recycling System Agreements with municipalmembers of HRRA representing not less than sixty-seven percent (67% ) of the weighted votes(as set forth in the concurrent ordinances of the member municipalities creating HRRA) of such

member municipalities. The obligation of WB to dispose of all HRRA Acceptable Solid Waste

delivered to the Transfer Stations in consideration of the MSW Tip Fee and to process and sellall HRRA Recyclable Materials consideration of the Recycling Tip Fee, shall, subject to suchprovisions, become effective on the Effective Date, and such obligations shall continue in fullforce and effect for a period of ten (10) years thereafter, unless this Agreement is otherwiseterminated as provided herein. HRRA shall have the right, but not the obligation, subject towritten approval by WB, to extend this Agreement beyond the initial ten (10) year term for three(3) separate additional five (5) year periods. To exercise a five (5) year extension option, HRRAshall give written notice to WB of HRRA's exercise of such extension option not later than one(1) year prior to the expiration of the then current term.

ARTICLE XII

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INTENTI

26

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ARTI XIIIINSURANCE

13.1. Maintenance. WB shall obtain, pay for and maintain, the insurance coverage

described in this Article XIII and Aopendix H, provided that such insurance is reasonably

commercially available. Each insurer shall have a Best's financial rating of at least B* or if the

rating criteria cannot be satisfied, shall be otherwise acceptable to HRRA. HRRA shall be

ttu-.d as an additional insured on all policies and certificates with respect to the insurances

described on Appendix H (other than with respect to workers' compensation insurance). Allsuch policies shall hold HRRA and the Participating Municipalities free and harmless from all

subrogation rights of the insurer. The scope of insurance coverage may be modified from time to

time by mutual agreement between HRRA and WB. HRRA shall have the right to request

additional types and amounts of coverage from time to time in the event HRRA believes that the

amounts do not adequately protect HRRA in its reasonable opinion, in which case the parties willmeet to discuss a mutually agreeable solution.

I3.2. Certificates of Insurance. Certificates of insurance in a form customary with

industry standards must be furnished in accordance with the requirements of this Agreement

when tLis Agreement is signed, and include the requirement for thirty (30) calendar days, prior

written notice to each additional insured by registered or certified mail of cancellation, non-

renewal or change in coverage

13.3. No Limitation. Nothing contained in this Article XIII or elsewhere in this

Agreement shall be construed or deemed to limit either party's obligations to the other under this

Agreement to pay damages or other costs and expenses'

13.4. Payment bv HRRA. Should WB fail to effect, maintain or renew any kind ofrequired insurance provided for in this Article XIII, or to pay the premium therefor, then and in

any of said events, HRRA at its option, but without obligation to do so, may, upon ten (10)

business days prior notice to WB of its intention to do so, procure such insurance, and WB shall

repay to HRRA any amounts expended by HRRA to procure any such required insurance.

13.5. Additional Insured. HRRA shall use its best efforts to have WB named as an

additional insured on any insurance required by HRRA from Collectors delivering material to the

Transfer Stations, the Danbury Recycling Facility or the MRF, or any of them, on behalf ofHRRA and the Participating Municipalities.

ARTICLE XIVSOF

14.1. Remedies for Default. Each party shall have the right to terminate this Agreement

for cause where there is an Event of Default on the part of the other party. Absent an Event ofDefault, neither party may terminate this Agreement, and the parties shall be limitcd to specific

performance, damages, reimbursement, and other relief explicitly provided by this Agreement.

if an Event of Default by WB exists, HRRA may elect not to immediately terminate this

Agreement but to collect damages in accordance with or to enforce the Agreement, or both.

T

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Each of the Participating Municipalities shall be deemed to be a beneficiary of the rights ofHRRA pursuant to this Agreement, and to the extent that any Event of Default on the part of WB

causes any Participating Municipality any loss or damage, such Participating Municipality shall

have all remedies accorded to HRRA hereunder other than the right to terminate this Agreement.

The election by either party to seek damages in accordance with the terms of this Agreement or

to otherwise enforce its rights under this Agreement, or both, upon an Event of Default by the

other party shall not prevent such party from later terminating this Agreement due to a

subsequent Event of Default by such other party.

14.2 Events of Default by WB. Each of the following shall constitute an Event ofDefault on the part of Wts:

(a) Unless such failure can be justified by a Force Majeure Event or failure to act

by HRRA, the failure by WB to fulfill, substantially in accordance with this Agreement,

any of WB's obligations under this Agreement including but not limited to the failure on

the part of WB (i) to pay any undisputed amount required to be paid to HRRA under this

Agreement within thirty (30) calendar days after such amount becomes due and payable

or (ii) to accept and dispose of HRRA MSW and HRRA Other Acceptable Waste or toaccept and process HRRA Recyclable Materials in accordance with the provisions of this

Agreement.

(b) The filing against WB of an involuntary petition for bankruptcy, winding up,

reorganization, or insolvency under the Federal Bankruptcy Code or under the laws ofany other jurisdiction, if such petition is not discharged andlor withdrawn within sixty(60) calendar days of the date of such filing. Promptly upon the filing of any petition forinvoluntary bankruptcy, WB shall provide HRRA with all of the pertinent details relating

to the petition(s), WB's most recent audited and unaudited financial statements, and any

other information and data which is available and, as promptly as practicable, such other

information and data requested by HRRA and deemed necessary for such review. IfHRRA shall determine, in its sole and absolute discretion, that the petition lacks merit or

WB has sufficient assets to pay all of its liabilities as they become due, HRRA may

forbear from exercising its remedies for such an Event of Default.

(c) WB ceasing to pay its debts, unless contested in good faith, as they mature, or

the written admission by WB that it is insolvent or bankrupt, or the filing by WB of avoluntary petition under the Federal Bankruptcy Act or under the laws of any otherjurisdiction, or the consent or acquiescence by WB to the appointment by a court of areceiver, liquidator, or trustee for all or a substantial portion of its property or business, or

the making by WB of any arrangements with it for the benefit of its creditors involvingan assignment to a trustee, receiver or similar fiduciary, regardless of how designated, ofall or a substantial portion of WB's property and assets.

(d) The breach by WB of its representations or warranties hereunder.

(e) The conviction of WB, any Affiliate of WB, or any officer, manager, director

or owner of more than ten percent (I0%) of the ownership interests in WB or any

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JANUARY 5,2018

Affiliate of WB of, or other involvement by any of the above with respect to, criminal or

other activities prohibited by law, including without limitation the Racketeer Influenced

and Corrupt Organization Act ("RICO").

No action or event described in subparagraph (a) shall constitute an Event of Defaultgiving HRRA the right to terminate this Agreement under this paragraph unless and until:

(i) HRRA has given written notice to WB by certified mail, return receipt

requested, specifying that a particular default or defaults exist which will, unless

corrected, constitute a breach of this Agreement on the part of WB, and

(ii) WB has not corrected such default or has not taken adequate steps tt-r

promptly corrcct the same within thirty (30) calendar days from the date of receipt

of the notice, or as soon thereafter as reasonably possible, using diligent efforts.

However, in the event that WB persists in its failure to act despite written notice,

HRRA may declare an Event of Default and terminate this Agreement on thirty(30) calendar days' additional written notice to WB, without a fuither opportunityfor WB to cure the default.

14.3. Events of Default by HRRA. The failure of HRRA to fulfill its obligations

substantially in accordance with the terms of this Agreement shall constitute an Event of Default

on the part of HRRA unless such failure or refusal can be excused or justified by a Force

Majeure Event or default or failure or refusal to act by WB. Provided, however, that no such

default shall constitute an Event of Default unless and until:

(a) WB has given written notice to HRRA by certified mail, return receipt

requested, specifying that a particular default or defaults exist which will, unless

corrected, constitute a material breach of this Agreement on the part of HRRA, and

(b) HRRA has not corrected such default or has not taken adequate steps to

promptly correct the same within thirty (30) calendar days from the date of receipt of the

notice, or as soon thereafter as reasonably possible, using diligent efforts.

14.4. During resolution of any dispute under this Article XIV, WB and HRRA shall

each use commercially reasonable efforts to continue to perform all of their respective

obligations under this Agreement without interruption or slow down, provided that the

undisputed portion of any disputed payment shall have been made by the party required to make

same.

ARTICLE XVF LIABIL

15.1. Except for payment obligations as contained in this Agreement and as further set

forth below, in no event, whether arising out of or in connection with either the performance or

non-performance by either party of its obligations under this Agreement, (a) shall either party be

liable for or obligated to the other party in any matrner to pay special, consequential, incidental,

punitive or indirect damages, provided however nothing herein shall be deemed to restrict or

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prohibit one party from receiving from the other party direct compensatory damages resulting

from the othir party's breach of this Agreement nor (b) shall either party be liable for such

damages arisingout of legal actions by third parties (other than the Participating Municipalities)

against the ofir party alleging such other party's breach of this Agreement, irrespective ofwhether such claims for such damages arising out of or in connection with the performance or

non-performance of this Agreement are founded in contract, tort, warranty, operation of law, or

otheiwise. Notwithstanding the foregoing, however, nothing in this Agreement shall limit the

liabitity of WB to HRRA and the Participating Municipalities or the obligation of WB toindemnify and hold harmless HRRA and the Participating Municipalities with respect to (c)

claims against HRRA or any of the Participating Municipalities, or both, arising out of the

operation of or conditions existing due to the acts or omissions of WB following the Effective

Date (or, with respect to the White Strcct Facilities, following March 28,2011 and with respect

to the MRF located at 90 Oliver Tenace, Shelton, CT, following June 29,2012) at any of the

Transfer Stations, the White Street Facilities or the MRF and (d) claims against HRRA or any ofthe Participating Municipalities, or both, arising out of the operation of or conditions existing due

to the acts or omissions of WB following the Effective Date at any resources recovery facility or

other disposal facility at which WB disposes of HRRA Acceptable Solid Waste or Process

Residue. WB will provide to the HRRA copies of environmental insurance policies from the

relevant disposal sitils; which name the HRRA and Participating Municipalities as additional

insureds.

CLE

16.1. Each party shall be excused without cost or liability to the other, for failure or

delay in performance of any obligation set forth in this Agreement, by reason of a Force Majeure

Event. This provision shall not, however, relieve WB or HRRA from using all reasonable efforts

to overcome or remove such Force Majeure Event. Such failure or delay shall be excused at any

time during which performance is prevented by such Force Majeure Event, and during such

period thereafter as may be reasonably necessary for WB or HRRA to correct the adverse effect

of such Force Majeure Event, provided that WB or HRRA shall use its commercially reasonable

efforts to obtain a stay or appeal any Force Majeure Event constituting a Change in Law if inWB's or HRRA's good faith judgment, after consultation with counsel, such action is warranted.

Each party shall give prompt notice of a Force Majeure Event to the other. Each party shall

attempt to remedy with all reasonable dispatch the cause or causes constituting a Force Majeure

Evenq however, ihe settlement of strikes, lockouts, work slowdowns, and other similar industrial

or labor action or of any legal actions or administrative proceedings shall be entirely in the

discretion of the affected party and the affected party shall not be required to make settlement ofstrikes, lockouts, work slowdowns, and other similar industrial or labor actions or legal actions

or administrative proceedings when such settlement is unfavorable, in the judgment of the

affected party.

16.2. WB and HRRA agree that they will use their commercially reasonable efforts to

minimize the total impact of any Change in Law. If HRRA or WB disputes the statements or

summaries of the other party as to the effect of a Change in Law, HRRA or WB, as the case may

be, shall have the right to insist upon an independent determination of such effect to be made by

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an independent third-party mutually agreeable to the HRRA and WB at that time.

independent determination shall be final and binding upon HRRA and WB'Such

CLEASSIGNMENT

17 .1. This Agreement shall not be assigned, by Change of Control, transfer of assets or

otherwise, by either party without the prior written consent of the other party, and any such

assignment or attempied assignment without such written consent shall be void; provided, in the

event of such un urrign-"ni by WB of its interest and obligations hereunder to a financially

viable person, firm or-corporatiln acquiring all or substantially all of the business and assets of

wB bi Change of Controi, transfer oi assets or otherwise, or to a financially viable Affiliate of

WB, or un urrigo*ent to a third party financial institution in connection with any debt financing

associated with the constructiotr of th. WRMR Center, HRRA shall not unreasonably withhold

its consent. wB shall give written notice to the HRRA of any change of more than ten (I0%)

percent in the ownershiP of WB.

17 .2. The determination of a person's or an Affiliate's financial viability for the purposes

of this Article XVII shall be made by HRRA in the exercise of its sole and absolute discretion.

Notwithstanding anything to the contrary herein, under no circumstances may this Agreement be

assigned by WB (by Change of Control, transfer of assets or otherwise) to a person or to an

entiiy whictr has been, or of which any officer, manager, director or owner of more than ten

percent (10%) of the ownership interests in such entity has been, convicted of, or other^involvement

by any of the above with respect to, criminal or other activities prohibited by law,

including without limitation RICO.

Subject to the provisions of this Article XVII of this Agreement shall be binding upon,

and enure to the benefit ofany successors' or assigns ofthe parties hereto.

ARTI E XVIIIINDEMNITY

18.1 . Each party hereto hereby agrees to indemnify, defend and hold the other harmless,

(including its employees, officers or agents) from and against any and all damages, penalties,

costs, claims, demands, suits, causes of action or expenses (including attorney's fees) which may

be imposed upon or incurred by the indemnified party as a result of personal injury (including

deathj or property damage to third parties (including to the person or property of employees ofthe H.RRA oi Wn; (collectively, "Losses"), arising out of, resulting from or in any way

connected with (a) the indemnifying party's use of or entrance upon any of the Transfer Stations,

the White Street Facilities, or the MRF, including those arising out of any negligent or willful act

or omissions of the indemnifying party or its employees, agents, or contractors, or (b) the

operation ofor conditions existingat any resources recovery facility or other disposal facility at

which WB disposes of HRRA Acceptable Solid Waste or Process Residue, provided, however,

the obligations of this Section 18.1 shall not extend to any such matters to the extent arising from

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the negligence or willful act or omission of the indemnified party or its employees, officers or

agentJo;any third party. Notwithstanding anything herein to the contrary, WB shall not have

aiy obligation under this Section 18.1 with respect to any condition at, under, upon or emanating

from the Transfer Stations or any improvements constructed at the Transfer Stations, or

operations conducted at the Transfer Stations, (i) with respect to the Newtown Transfer Station

oi tfr. Ridgefield Transfer Station, prior to the Effective Date or, (ii) with respect to the White

Street Facllities, prior to March 28,2011, or (iii) with respect to the MRF located at 90 Oliver

Terrace, Shelton, CT, prior to June 29,2012. HRRA shall indemnify, defend and hold harmless

WB and its affiliates, and each of their respective employees, officers, agents and representatives

from and against any and all Losses which may be claimed or incurred in connection with any

condition at, under, upon or emanating from the Newtown Transfer Station or the Riclgefield

Transfer Station ut ory irnprovements constructcd at the Newtown Transfer Station or the

Ridgefield Transfer Siation, or operations conducted at the Newtown Transfer Station or the

Ridgefield Transfer Station, prior to the Effective Date'

To the extent WB disposes of Solid Waste at any location other than a Resources

Recovery Facility, whether or not such Solid Waste so disposed of is Acceptable Solid Waste,

HRRA Acceptable Solid Waste, or Process Residue, WB will ensure that the HRRA and

participating Municipalities are named as additional insureds on the disposal site's

environmenial policies, and shall cause a copy of a certificate of insurance reflecting the naming

of such additional insureds to be delivered to the HRRA prior to WB disposing of Solid Waste at

such location(s).

To the extent that HRRA has obtained, or obtains, indemnification and hold harmless

agreements from the participating Municipalities or the Collectors delivering MSW andlot

R"ecyclable Materials to the Transfer Stations, the Danbury Recycling Facility or the MRF,

HRRA will use its best efforts to assign, or extend, to WB such indemnification and hold

harmless agreement (or the rights of HRRA thereunder).

ARTIREPRESENTATIONS

19.1. Representations of HRRA. HRRA represents that:

(a) HRRA is a regional resources recovery authority organized, existing and in

good standing under the laws of the State of Connecticut, and, upon the entry by HRRA

Into Municipal Regional Solid Waste and Recyclables Agreements with all of its current

Municipal Membeis as Participating Municipalities, will be duly qualified and authorized

to carry on the functions and operations as contemplated by this Agreement and each

other agreement or instrument entered into or to be entered into by HRRA pursuant to

this Agreement.

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(b) HRRA has the power, authority and legal right to enter into and, subject to (a)the provisions of Sections 22a-213 of the Connecticut General Statutes with respect to itsrequired approval by the Commissionpr of DEEP, and (b) HRRA entering into MunicipalRegional Solid Waste and Recycling System Agreements with municipal members ofHRRA representing not less than sixty-seven percent (67% ) of the weighted votes .(asset forth in the concurrent ordinances of the member municipalities creating HRRA) ofsuch member municipalities, to perform this Agreement, and each other agreement orinstrument entered into or to be entered into by HRRA pursuant to this Agreement, andthe execution, delivery and performance hereof or thereof (i) have been duly authorized,(ii) have the requisite approval of all necessary governmental bodies, (iii) will not violateany judgment, order, law or regulation applicable to HRRA or any provisions of HRRA'scharter or by-laws and (iv) do not constitute a default under or result in the creation ofany lien, charge or encumbrance to which HRRA is a party or by which HRRA or itsassets may be bound or affected.

(c) This Agreement and each other agreement or instrument entered into byHRRA pursuant to this Agreement, has been duly entered into and, as of the ContractDate, constitutes a legal, valid and binding obligation of HRRA, enforceable inaccordance with its terms.

(d) There are no pending or threatened actions or proceedings before anycourt or administrative agency which would materially affect the ability of HRRA toperform its obligations under this Service Agreement, or under any other agreement orinstrument executed or to be executed pursuant to this Agreement, to which HRRA is, orwill become, aparty.

(e) Each of the Newtown Transfer Station and the Ridgefield Transfer Stationhas been issued, and currently holds and shall at all times maintain in full force andeffect, valid applicable federal, state and local permits and approvals required to operateas a transfer station.

I9.2. Representations of WB. WB represents that

(a) It is a limited liability company duly organized, validly existing, and in goodstanding under the laws of the State of Delaware and is duly registered and qualified todo business in Connecticut as a foreign limited liability company.

(b) It has full limited liability company power and authority to enter into, and be

bound by, the terms and conditions this Agreement, and any documents, agreement orinstrument executed pursuant thereto.

(c) It has been duly authorized to enter into the transactions contemplated hereby,with all necessary Manager and Member action with respect thereto, and no fuitherlimited liability company action is necessary.

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(d) It has the power, authority and legal right to enter into and perform and bebound by the terms of this Agreement, and each other agreement or instrument enteredinto or to be executed into pursuant to this Agreement, and the execution, delivery andperformance hereof or thereof:

(i) has been duly authorized,(ii) will not violate any judgment, order, law or regulation, and(iii) does not constitute a default under any obligation or result in the

creation of any lien, charge, or encumbrance to which WB is a party or by whichWB or its assets may be bound or affected.

(e) The Danbury Transfer Station has been issued, and currently holds, a validpermit by DEEP to operate as a transfer station. and each of the Danbury TransferStation, the Danbury Recycling Facility and the MRF has been issued, and currentlyholds, a valid permit by DEEP to operate as a recycling facility.

(f) This Agreement and each other agreement or instrument entered into by WBpursuant to this Agreement has been duly entered into by WB and, as of the ContractDate, constitutes alegal, valid and binding obligation of WB, enforceable against WB inaccordance with its, terms.

(g) There are no pending or threatened actions or proceedings before any court oradministrative agency which would materially affect the ability of WB to perform itsobligations under this Agreement, or under any, other agreement or instrument executedor to be executed pursuant to this Agreement to which WB is, or will become, aparty.

ARTICLE XXMISCELLANEOUS

20.I. Applicable Law; Venue - The law of the State of Connecticut shall govern thevalidity, interpretation, construction and performance of this Agreement. The parties irrevocablysubmit to the jurisdiction of the Connecticut Superior Court for the Judicial District of Danburyand to the jurisdiction of the United States District Court for the District of Connecticut over anysuit, action or proceeding arising out of or in any way related to this Agreement. The partiesirrevocably waive, to the fullest extent permitted by law, any objection which either of them mayhave to the laying of venue of any such suit, action or proceeding brought in any such court, andany claim that such suit, action or proceeding brought in any such court has been brought in aninconvenient forum.

20.2. Compliance with Laws - In the performance of this Agreement, each party shallcomply with all federal, state and local laws, rules, ordinances, regulations and all administrativeand judicial positions known to it, except for such period as it may in good faith be contestingthe validity or application thereof.

20.3. Severability - If any provision of this Agreement is held invalid by any court orbody of competent jurisdiction, the remainder of this Agreement shall remain in full force and

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effect.20.4. Headings - The Article headings and Section headings in this Agreement are for

convenience and ,.fo*." only and in no way define or limit the scope or content of this

Agreement or in any way affect its provisions.

20.5. Notices - Notice may be provided hereunder by telephonic communications

between the parties; provided, however, that a written communication is issued by the party

providing notice to the other party within twenty-four (24) hours after the verbal notice has been

giu".r, o.rtlining the details of the notice, and the names of the communicants. All other written

notices as well as such confirmation notices shall be transmitted by prepaid registered or certified

mail, return receipt requested, with notice deemed to be given upou receipt, addressed as

follows:

If to the HRRA: Executive DirectorHousatonic Resources Recovery AuthorityOld Town Hall162 Whisconier RoadBrookfield, Connecticut 06804

If to WB Winters Bros Transfer Stations of CT, LLC307 White StreetDanbury, CT 06810Attention: John Decker

Changes in the respective addresses to which such notices shall be sent may be made

from time to time by either party by notice in accordance with the terms hereof to the other

party(s).

ARTICLE, XXIENTIRE AGREEMENT

2l.I This Agreement contains the entire understanding of the parties with respect to

the subject matter lereof, and supersedes all prior agreements, representations and

understandings of the parties. This Agreement may be amended or modified only by written

instrument duly executed by the parties hereto.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, havecaused this Agreement to be executed as a sealed instrument by their duly authorizedrepresentatives the day and year first above written.

HOUSATONIC RESOURCESRECOVERY AUTHORITY

ByRudy Marconi - Its Chairman

WINTERS BROS. TRANSFER STATIONSOF CT, LLC

ByJohn Decker - Its President & CEO

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WINTERS BROS. TRANSFER STATIONS OF CT, LLC

Recycling Permit #0340199 – Transfer Fate 4/21/2011 MSW & C&D Permit #0340946 – Issuance Date 7/1/2010

HOURS OF OPERATION Monday – Friday 6:00am – 4:00pm Saturday: 7:00am – 1:00pm

YARD RULES

NO HAZARDOUS MATERIALS ACCEPTED*

SPEED LIMIT IN THE YARD IS 5 MILES PER HOUR (5 MPH)

PROPER SAFETY ATTIRE REQUIRED AT ALL TIMES**

VEHICLES SHOULD NEVER BE LEFT UNATTENDED

SCAVENGING IS ILLEGAL AND STRICTLY PROHIBITED

SMOKING IN OR AROUND ANY BUILDING IS PROHIBITED

NO UNTARPING OF LOADS WHILE IN SCALE LINE

DUMP-STYLE TRUCK BODIES ONLY

* Unacceptable Waste: Recyclable Materials, Hazardous Waste, Explosives, Liquid Waste, Asbestos, Motor Vehicle Parts, Tires, Animal Products, Ashes, Human or Animal Remains, Offal (internal organs of a butchered animal), American Flags, Pathological or Biological Waste, Pressurized Containers, Radioactive Materials, Sealed Drums, Sludge, and Tar. ** Hard hat and reflective safety vest/jacket/shirt worn AT ALL TIMES

JANUARY 5,2018

APPENDIX 8.2

Recvclable Materials/Facilitv Deliverv Standards

Recyclable Materials means all items designated from time to time by the Commissioner ofDEEP pursuant to the provisions of Section 22a - 241b(a) of the General Statutes as suitable forrecycling and such other items as are designated from time to time by HRRA including withoutlimitation, the following:

Newspaper and inserts, cardboard, boxboard, chipboard, paperboard, opened mailand greeting cards, magazines, catalogs, brochures, hard and soft cover books,

phone books, blueprints, file folders, white or pastel office paper, paper milk orjuice cartons, school paper, computer paper, paper bags, shredded paper, paper

egg cartons, plastics #1 through #7, flower pots, plastic hangers, plastic caps and

lids, small plastic toys, glass bottles and jars, metal cans, empty aerosol cans,

loose metal caps and lids, pots and pans, balled aluminum foil and pie plates,

metal hangers, and small metals.

Facility Delivery Standards:

Mixed Recyclables means all Recyclable Material delivered to the Danbury Recycling Facility orthe MRF from generators within the applicable Participating Municipalities in commingledsingle or dual stream.

If any load of Mixed Recyclables contains more than6 percent (6%) weight or volume of Non-Recyclable or Contaminants, Article IV of the Agreement shall apply.

NOTES:

1. Recyclable Material delivered to the Danbury Recycling Facility or the MRF Facilityshall be free of dirt, food, and other liquid or solid residue material. Mixed glass bottles and cans

may be delivered with labels, neck rings and caps.

2. The maximum tip height of vehicles delivering Recyclable Materials to the tipping floor at

the Danbury Recycling Facility or the MRF may not exceed 26 feet.

183443 v27 39

JANUARY 5,2018

APPENDIX CHRRA Recvclab les Propram X'ee

I. The HRRA Recyclables Program Fee is, beginning on the Effective Date and continuingfor the term of this Agreement, $5 times the number of Tons of Recyclable Material generated

within each of the applicable Participating Municipalities and delivered to the DanburyRecycling Facility or the MRF during the previous calendar month, provided however, that WBshall rcvicw markct conditions with respect to Products derived from Recyclable Materialsquarterly, heginning no later than during May 2019, and if such market conditions have changed

materially from the market conditions initially existing on the Contract Date, WB will notifyHRRA of such material change in market conditions and consult with HRRA concerning a

modification of the HRRA Recyclables Program Fee to reflect such change in the marketconditions, which proposed modification shall be subject to HRRA's reasonable approval, and ifso approved, shall take effect no sooner than thirty (30) days following such notification withrespect to the applicable modification. Notwithstanding the above provisions, it is understoodand agreed that the HRRA Recyclables Program Fee shall not be reduced to an amount less than

$5 per Ton during the term of this Agreement, as such term may be extended from time to time.

il. Facility ACR Adjustment.

(a) If at any time following the conclusion of the fifth Contract Year duringthe term of this Agreement the Facility ACR (as defined below) is less than $60.00 per

Ton (the "ACR Minimum Rebate Rate"), WB will reduce the HRRA RecyclablesProgram Fee on a dollar for dollar basis up to a maximum reduction of $5.00 per Ton,provided, however, that the maximum reduction pursuant to this Section 7.2(e)(i),regardless of the actual Facility ACR, will be $5.00 per Ton. "Facility ACR" means the

weighted average revenues or costs derived from the sale or disposal of all outboundmaterial streams and the percentage that each such outbound material stream occupies ofan inbound Ton, calculated and applied quarterly during each Contract Year. Attachedhereto as Exhibit A, as an example, is a sample calculation of the Facility ACR.

(b) If at any time during the term of this Agreement the Facility ACR is morethan $140.00 (the "ACR Additional Rebate Rate"), WB will increase the HRRARecyclables Program Fee by $0.50 per ton for each dollar that the Facility ACR exceeds

$140.00, provided, however, that the maximum increase pursuant to this Section7.2(e)(ii) regardless of the actual Facility ACR will be $15.00 per Ton.

(c) For example: if the Facility ACR is $59 per Ton, the reduction in the

HRRA Recyclables Program Fee would be $1.00 per Ton, resulting in a payment of$4.00 per Ton. If, however, the Facility ACR is $140.00 per Ton, the HRRA RecyclablesProgram Fee would be $5.50 per Ton.

183443 v27 40

JANUARY 5,2018

APPENDIX D

Form of Municipal Resional Solid Waste and Recvclables Asreement

(To be Attached)

183443 v27 41

Draft of January 5o 2018

APPENDIX D

I FORM OF l

MLTNICIPALREGIONAL SOLID WASTE AND RECYCLING

SYSTEM AGREEMENT

BETWEEN

HOIJSATONIC RESOURCES RECOVERY AUTHORITY

AND

THE [TOWN/CrrY] OF.A

MLINICIPALITYOF THE STAIE OF CONNECTICUT

FOR THE PROVISION OF MLINICIPALSOLID WASTE DISPOSALAND RECYCLING SERVICES

DATE,DAS OF _,20rg

MUNICIPAL REGIONAL SOLID WASTE AND RECYCLING AGREEMENTBETWEEN HOUSATONIC RESOURCES RE,COVERY AUTHORITY AND THE

(TOWN/CrTYI OF A MUNICIPALITY OF THE STATE OFCONNECTICUT FOR THE PROVISION OF MUNICIPAL SOLID WASTE DISPOSAL

AND RECYCLING SERVICES

DATED AS OF 2018

PREAMBLE

This Agreement, made and dated as of the day of 2018, byand between the HOUSATONIC RESOURCES RECOVERY AUTHORITY, a regionalresources recovery authority created pursuant to theprovisions ofChapter 103b oftheConnecticut General Statutes with offices located at Old Town Hall, 162 Whisconier Road,

Brookfield, Connecticut (hereinafter referred to as (.HRRA"

or the "Authorit)"'), and theTowrVCity of _ in the State of Connecticut, a municipality and politicalsubdivision of the State of Connecticut (hereinafter referred to as the "Municipality"), acting byand through its municipal authority having legal jurisdiction over solid waste management withinthe corporate limits of the municipality.

WITNESSETH:

WHEREAS, pursuant to the provisions of Section 22a-220(a) of the Connecticut General

Statutes (the "General Statutes"), the Municipality is required to make provisions for the safe and

sanitary disposal of all solid wastes which are generated rvithin its boundaries; and

WHEREAS, pursuant to the provisions of Section 22a-220(f) of the General Statutes, the

Municipality is also required to make provisions for the separation, collection, processing and

marketing of items generated within its boundaries as solid waste and designated for recycling bythe Commissioner of the Connecticut Department of Energy and Environmental Protection("DEEP") pursuant to Section 22a-241(b) of the General Statutes; and

WHEREAS, pursuant to the provisions of Section 22a-220(g) of the General Statutes, the

Municipality is authorizedto contract with a regional entity to assist the Municipality to complywith the Municipality's statutory waste disposal obligations; and

WHEREAS, the Authority is a regional entity formed pursuant to Chapter 103b of the

General Statutes with the authority to implement a regional solid waste management plan; and

WHEREAS, the Authority and the Municipality are currently parties to (a) a MunicipalWaste Disposal Agreement (the "Existing Municipal MSW Agreement") as amended from timeto time, for the provision of municipal solid waste disposal services complying with the

Municipality's statutory waste disposal obligations, and (b) a Municipal Recycling Services

Agreement (the "Existing Municipal Recycling Agreement") as amended from time to time, for

185141 v7 I 30239-0041-L-

the provision of recycling services complying with the Municipality's statutory recyclingobligations; and

WHEREAS, both the Existing Municipal MswAgreement and the Existing MunicipalRecycling Agreement terminate by their terms on June 30,2019; and

WHEREAS, the Authority and the Municipality desire to enter into an agreementpursuant to which the Authority will assist the Municipality to comply with the Municipality'sstatutory waste disposal obligations, including without limitation its obligations with respect torecycling, by creating a new regional solid waste and recycling system effective on July 1,2019;

NOW THEREFORE, in consideration of the premises and the mutual agreements andundertakings set forth herein, the parties agree as follows:

A.

REPRESENTATIONS OF THE PARTIES

Representations of the Municipalitv. The Municipality represents that

1. It has an affirmative obligation under Connecticut law (Section22a-220 (a) of theGeneral Statutes) to make provision for the safe and sanitary disposal of all solid wastes (otherthanhazardous wastes) generated within its boundaries.

2. It also has an affrrmative obligation under Connecticut law (Section22a-220(f) ofthe General Statutes) to make provision for the separation, collection, processing and marketingof items generated within its boundaries as solid waste and designated for recycling by theCommissioner of the Connecticut Department of Energy and Environmental Protection("DEEP") pursuant to Section 22a-24l(b) of the General Statutes.

3. It is authorizedby Connecticut law (Section22a-220a(a) of the General Statutes)to provide for and regulate the collection and disposal of garbage, trash, rubbish, waste materialand ashes by contract or otherwise.

4. The Municipalities of Bethel, Bridgewater, Brookfield, Danbury, Kent, NewFairfield, New Milford, Newtown, Redding, Ridgefield and Sherman collectively constitute a

solid waste planning region (the "HRRA Region") for the puposes of the State Solid Waste

Management Plan (hereinafter, together with the Connecticut Materials Management Strategyadopted by the Commission of DEEP in July 2016 in accordance with the provisions of PublicAct 14-94, collectively called the "'Plan"').

5. Pursuant to its obligations under Connecticut law (Chapter 446d of the GeneralStatutes), it has determined that the HRRA System (hereinafter defined) effectuates andconstitutes an integral part of a regional solid waste management plan in conformity with thePlan and the provisions of Chapter 446d.

-3-l85l4l v7 I 30239-004

6. It is authorizedby Connecticut law (Section22a-22|of the General Statutes) toenter into a long-term contract with HRRA for adequate waste disposal and recycling processing,and pursuant to such law, it is authorized to enter into and perform this Agreement.

7. The Municipality has been advised by HRRAthat the Participating Municipalities(as hereinafter defined), when they shall have executed a Municipal Regional Solid WasteDisposal and Recycling Agreement (as herein defined) with HRRA, will have agreed that it is inthe best interest of each of such Municipalities and HRRA to dispose of Acceptable Waste and toprovide for the separation, collection, processing and marketing of recyclables through theHRRA System.

8. The Municipality has been advised by HRRA that the member representatives ofHRRA have reviewed the provisions of this Agreement and have voted to recommend itsapproval and its execution.

9. The Municipality has received and reviewed such matters and such information as

it considers necessary or appropriate for such execution and has taken such action as is requiredor necessary, acting pursuant to its chart er andlor General Statutes or Special Act to cause thisAgreement to be binding on it and enforceable as to its terms.

B. Representations of the Authority. The Authority represents that:

1. The Authority is a regional resources recovery authority established pursuant tothe provisions of Chapter 103b of the General Statutes with the authority to implement a regionalsolid waste management plan, consistent with the Plan, and in connection therewith to: (a) makeplans, surveys, investigations and studies necessary and desirable in a furtherance of a regionalsolid waste management plan; (b) make provisions for the management of a regional solid wastemanagement plan; (c) contract with the Participating Municipalities and with third party vendorsto provide for the disposition of municipal solid waste and the collection, processing andmarketing of items designated for recycling; and (d) do all things necessary for the conduct of acomprehensive program for solid waste disposal, resources recovery and for solid wastemanagement services in accordance with law.

2. By entering into this Municipal Regional Solid Waste and Recycling SystemAgreement, HRRA is assisting the Municipality to comply with the Municipality's statutorywaste disposal and recycling obligations as contemplated in Section22a-220(g) of the Generalstatutes.

185141 v7 / 30239-004 -4-

ARTICLE I

Section 1.01. General Definitions and Construction.

As used in this Agreement, except as otherwise expressly provided or unless the contextotherwise requires:

a) The terms defined in this Article have the meanings assigned to them in this Article,and include the plural as well as the singular and the feminine as well as themasculine.

b) All other terms used herein which are defined in the Winters Bros. Agreement eitherdirectly or by reference therein, have the meanings assigned to them therein.

c) The words "herein", "hereof' and "hereunder" and words of similar import refer tothis Agreement as a whole and not to any particular Article, Section or othersubdivision.

Section 1.02. Definitions

a) "Municipal Regional Solid Waste and Recycling System Agreement" means thisAgreement and any agreement substantially similar in form and substance entered into by andbetween HRRA and any of the member municipalities of HRRA.

b) "Participating Municipalities" means the municipalities that have entered into aMunicipal Regional Solid Waste and Recycling System Agreement with HRRA.

c) "Winters Bros. Agreement" means the Regional Solid Waste and Recycling SystemAgreement between HRRA and Winters Bros. Transfer Stations of CT, LLC, dated as of

_,2017.

d) "HB$lro.gram" means the services performed by HRRAto develop, operate andmanage an effrcient and economical regional solid waste management and resources recoveryprogram for the acceptance, transportation and disposal of municipal solid waste and collection,processing and sale of items designated for recycling, including but not limited to the services tobe performed by HRRA pursuant to this Municipal Regional Solid Waste and Recycling SystemAgreement and the Winters Bros. Agreement and such other solid waste services as may benecessary or convenient to support a comprehensive solid waste management program pursuantto the provisions of Chapters 103b and 446d of the General Statutes.

l85l4l v7 / 30239-004 -5-

e) "HRRA System" means the solid waste and recycling services to be provided byHRRA to be provided pursuant to the Winter Bros. Agreement, which Winters Bros. Agreementprovides, among other things, that WB will, at its sole cost and expense:

1) accept all Municipal Solid Waste (also referred to herein as "MSW") generatedwithin the HRRA Region and delivered to the Newtown Transfer Station, theRidgefield Transfer Station or the Danbury Transfer Station by Collectors;

2) operate the Transfer Stations, the Danbury Recycling Facility and the MRF in amanner that complies with all applicable federal, state and local statutes, regulationsand governmental orders and transport to the Danbury Transfer Station all MSWdelivered to the Newtown Transfer Station and the Ridgefield Transfer Station;

3) enter into agreements with resources recovery tacilities or out-of'-state solid wastelandfills, all of which must be fully permitted, licensed and operated in accordancewith all applicable federal, state and local statutes, regulations and governmentalorders, which agreements must provide WB with sufficient MSW disposal capacityto dispose of all HRRA MSW delivered to the Transfer Stations by the Collectors;

4) in entering into agreements with resources recovery facilities and out-of-statelandfills, conform to the DEEP solid waste management "hierarchy" set forth in thePlan and therefore dispose of the HRRA MSW at a resources recovery facility ifsuch is available to WB at the time of disposal and dispose of HRRA MSW at alandfill only if a resources recovery facility is not so available;

5) transport all HRRA MSW from the Danbury Transfer Station to an appropriateresources recovery facility or out-of-state landfill;

6) accept all HRRA Recyclable Materials delivered to the Danbury Recycling Facilityor the MRF and process and market for sale the Products of the HRRA RecyclableMaterials;

7) transport to the MRF from the Danbury Recycling Facility such of the HRRARecyclable Materials as were delivered by Collectors to the Danbury RecyclingFacility and are not marketed and sold by WB directly from the Danbury RecyclingFacility; and

8) dispose of the Residue in accordance with all applicable federal, state and localstatutes, regulations and governmental orders.

ARTICLE II

Section 2.01. System to be Provided. HRRA will cause the HRRA System to be operated inaccordance with the Winters Bros. Agreement.

Section 2.02. HRRA to Provide Resistration Services. HRRA hereby undertakes to accept onbehalf of the Municipality the registrations of Collectors operating within the jurisdictionalboundaries of the Municipality, to collect such information from the Collectors, both as requiredby Section 22a-220a(d) of the General Statutes, and to make such reports to DEEP, as requiredby law, with copies to the Municipality.

l85l4l v7 / 30239-004 -6-

Section 2.02. HRRA to Provide Data. HRRA shall provide, or cause to be provided, to theMunicipality sufficient data from the HRRA System, to the extent such data is available fromWB, the various Collectors and other Participating Municipalities, from which the Municipalitycan satisfy its statutory reporting requirements in a timely manner, and HRRA hereby undertakesto make such statutory reports on behalf of the Municipality.

ARTICLE IIISection 3.01. The Responsibilities of the Municipalitv to Arranee for Collection ofAcceptable Solid Waste.

a) Collection Requirements. The Municipality shall be responsible for the collectionfor delivery to the HRRA System of the Acceptable Solid Waste collected within its boundariesand may license or contract with one or more Collectors to satisfy such responsibility. TheMunicipality,by contract, ordinance or other legally enforceable instrument, shall require anyCollector or other agent or employee responsible for such collection and/or delivery ofAcceptable Waste, among other things, to (a) conform with all provisions of law, (b) use onlyequipment compatible with the efficient operation of the Transfer Stations, the DanburyRecycling Facility and the MRF, as applicable, which equipment shall be subject to thereasonable approval of the operator of the Transfer Station, (c) be responsible for all costsrelating to the delivery by it to the HRRA System of materials other thanAcceptable SolidWaste, and (d) provide to the Municipality and to HRRA or WB a suitable performance bond,letter of credit or cash security to insure the performance of its obligations hereunder.

b) Registration of Collectors. The Municipality acknowledges its statutory obligationas set forth in Section 22a-220a(d) of the General Statutes to register Collectors operating withinits jurisdictional boundaries and hereby designates HRRA as its agent to accept such registrationsand authorizes HRRA to (i) collect on behalf of the Municipality any and all registration fees theMunicipality may set and charge to Collectors from time to time, (ii) to the extent permitted bylaw, suspend the registration of any Collector in default of its obligation to pay MSW Tip Fees orRecyclables Tip Fees in accordance with the provisions of the Winters Bros. Agreement, and(iii) collect all information from the Collectors required by law and as also may determined to behelpful by HRRA from time to time in connection with HRRA's performance of the HRRAprogram.

c) Requirements Regarding Waste.

l) The Municipality shall cause (A) allMSW and Recyclable Materialsgenerated in any municipal buildings or other municipal facilities, including without limitation,schools, parks and other public gathering places, to be delivered to the HRRA System, and (B)all solid waste at any time delivered directly or indirectly to the HRRA System by it or on itsbehalf by Collectors to comply with the requirements of this Agreement and the Winter Bros.Agreement.

l85l4l v7 / 30239-004 7-

The Municipality shall deliver or cause to be delivered only Acceptable SolidWaste to the System, and to do so in a clean, orderly and safe manner. If the Municipality fails tocause such deliveries of solid waste to be undertaken in such a manner, the Municipality agreespromptly, at its sole cost, to remedy such failure if it delivered the solid waste to the Systemdirectly, or to cause its designated Collector to remedy such failure by such Collector. TheMunicipality agrees to adhere and to cause all Collectors operating on its behalf to adhere toreasonable safety rules and regulations as made known to the Municipality by HRRA or WB atall times when vehicles andlor personnel of the Municipality or of Collectors are on the premisesof the Transfer Stations, the Danbury Recycling Facility andlor the MRF.

2) HRRA and the Participating Municipalities shall have the right uponreasonable notice to the Collectors to designate ceftain highway routes within the vicinity of theTransfer Stations and the White Street Facilities to be used by the Collectors to deliverAcceptable Solid Waste to the Transfer Stations the White Street Facilities. The Municipalityagrees to cause its Collectors to utilize only those designated routes which shall constitutereasonably direct access to the Transfer Station and the White Street Facilities and shall avoidand shall cause its Collectors to avoid residential streets to the maximum extent possible.

3) The Municipality agrees to deliver and to cause its Collectors to deliverAcceptable Solid Waste only during the Transfer Stations' scheduled delivery days and hoursunless modified in writing by HRRA. There shall be no deliveries accepted at other hours unlessagreed upon in advance by the parties hereto; provided, however, HRRA shall use reasonableefforts to cause WB to accept deliveries at other hours in the event that extreme weatherconditions have prevented the Municipality from making routine deliveries as contemplatedherein.

4) The Municipality shall cause all vehicles used for deliveries ofAcceptableSolid Waste to the Transfer Stations, the Danbury Recycling Facility and the MRF to be in safeand clean condition, and in good repair. The Municipality shall cause the use of only vehicleswith the capability of mechanically dumping directly into the tipping floors of the TransferStations, the Danbury Recycling Facility or the MRF, and which have a capacity of three (3) tonsor more. Such vehicles shall bear identification as may be reasonably acceptable to HRRA andwB.

Section 3.02. Other Municirral Statutorv Oblieations. The Municipality acknowledges itsunderstanding that it may have statutory obligations with respect to solid waste disposal beyondthose contemplated under this Agreement, and that such obligations are not the responsibility ofHRRA hereunder.

ARTICLE IV

Section 4.01. Pricins and Payment System.

Generally.

a. The costs and expenses of operating the HRRA System will be the soleresponsibility of WB, and WB's sole compensation for such operation will

1

l8514l v7 / 30239-004 -8-

b.

be from the collection of the MSW Tip Fee, the Recyclables Tip Fee and theOther Acceptable Solid Waste Tip Fee charged to Collectors at the time ofdelivery of HRRA MSW HRRA Recyclable Materials and HRRA otherAcceptable Solid Waste.

As its sole consideration for its services and expenditures hereunder HRRAwill accept:

i. Certain HRRA Program Fees payable to it by WB as set forth in theWinters Bros. Agreement, and

ii. Such of the Collectors'registration fees collected by HRRA, as setforth in Section 3.01(b) of this Agreement, as may be authorized by theMunicipality from time to time to be retained by HRRA, if any.

2. Recording Tonnaee.

a. The Transfer Stations, the Danbury Recycling Facility, the MRF and theWhite Street Facilities shall utilize and maintain motor truck scales to weigh all vehiclesdelivering Acceptable Solid Waste to them. Each vehicle shall be weighed inbound andoutbound, indicating gross weight, tare weight, time and truck identification on a weight record.WB shall at its own cost and expense, provide and install a fully integrated scale house computersystem for monitoring and recording the information required to be provided pursuant to thisAgreement with respect to HRRA MSW, HRRA Recyclable Materials and HRRA OtherAcceptable Waste received, accepted, rejected or diverted by WB at the Transfer Stations, theWhite Street Facilities and the MRF (the "Computer System"). The Computer System shallconsist of a central processing unit at WB's White Street Facilities, a local terminal at each of theTransfer Stations, the White Street Facilities and the MRF capable of recording the informationrequired by this Agreement, and a terminal at the HRRA offices with the capability of accessingand reading out any infbrmation or data in the Computer System and entering into the ComputerSystem data concerning the permit and registration status of Collectors, both on a real time basis.WB shall design and select the Computer System, after consultation with HRRA. The ComputerSystem shall be operational, after appropriate testing, with respect to the central processing unit,the HRRA terminal and the terminals in the Transfer Stations, the White Street Facilities and theMRF, no later than the Effective Date. Such records shall be used by WB as a basis forcalculating monthly and yearly deliveries made by the HRRA and each ParticipatingMunicipality.

b. The HRRA System shall maintain records of the tonnage delivered on behalfof each Participating Municipality and accepted at the Transfer Station, the Danbury RecyclingFacility the MRF and the White Street Facilities each day and copies of all of the weight ticketswill be retained for a period of not less than two (2) years. The Municipality shall have thereasonable right to review such weight tickets during the HRRA System's normal business hoursupon advance notice to WB and HRRA of the Municipality's desire to conduct such a review,and in such a malrner as to not interfere with the HRRA System's orderly operation. In addition,copies of such weight tickets shall be attached to WB's monthly reporting to HRRA and theMunicipality.

I 85 141 v7 / 30239-004 -9-

c. The Municipality or its authorized representative shall also have the right, atits sole expense, to test the accuracy of the truck scales at the Transfer Station, provided that suchtests are made at reasonable times and upon prior written notice, and do not in any way interferewith the orderly operation of the Transfer Station. HRRA commits to cause WB io adjust theaccuracy of the truck scales at WB's sole expense within fifteen (15) days of the date upon whichsuch truck scales may be determined to be materially inaccurate.

Section 4.02. Limitation on Responsibility of the Authority.

HRRA shall not be liable to the Municipality for any failurc of WB to perform pursuantto the provisions of the Winters Bros. Agreement, or of any other third party vendor selectecl byHRRA to provide services contemplated hereunder, provided however, that the Municipalityshall be able to assert claims for damages andlor specific performance resulting from any suchnon-performance directly against WB or such other third party vendors.

ARTICLE V

[Municipality to choose one or the other version of (a) Section 5.01 or(b) Section 5.0L and Section 5.02, belowl

[Section 5.01. Arbitration. Any controversy or claim arising out of or relating to thisAgreement, or the breach hereof, which the parties are unable to resolve themselves shall befinally settled by arbitration ("Arbitration") in accordance with this Section 5.01 and (except tothe extent inconsistent with the express provisions of this Section) the Arbitration Rules of theAmerican Arbitration Association ("AAA"), by a three-person arbitration panel.

1. In the event the dispute is solely between HRRA and the Municipality the partyseeking arbitration shall give notice thereof and of the issues it wishes arbitrated, and shalldesignate an arbitrator in such notice. The other party shall designate its arbitrator, and anyadditional issues it wishes arbitrated in the same proceeding, within thirty (30) days after receiptof such notice. The two arbitrators so selected shall agree upon a third arbitrator within fifteen(15) days thereafter. If a second arbitrator has not been designated within the thirty (30) dayperiod provided therefore, the first arbitrator may unilaterally designate a second arbitrator andsuch two arbitrators shall constitute the arbitration panel. If the arbitrators selected by each ofthe parties cannot agree upon a third arbitrator, they shall request the Regional Director of theAAA to designate the third arbitrator.

2. In the event the dispute involves not only HRRA and the Municipality, but alsoany of WB or other Participating Municipalities with respect to either or both the Winters Bros.Agreement and the Municipal Regional Solid Waste and Recycling System Agreements executedby other Participating Municipalities, HRRA and the Municipality consent to the participation ofall such parties, as parties to the Arbitration, in a single Arbitration, in which case, the threemember panel of arbitrators (all of which shall be neutral) shall be selected by AAA. The partyor parties seeking such arbitration shall notify the other party or parties thereof and the issues itor they wish arbitrated, and shall notify AAA of the Arbitration and request that the Regional

I 85 l4l v7 / 30239-004 -10-

Director ofAAA select a panel of three neutral arbitrators as follows. AAA shall distribute to theparties a suitable list of potential neutral panel members, and the parties shall , within thirty (30)days notify AAA of any persons on the list who are not acceptable because of valid claims oflack of neutrality. AAA shall select the three panel members from those persons not rejected forcause.

The arbitration panel may with the consent of the parties, agree on such modifications toor exceptions from the Arbitration Rules of the AAA as the panel may deem appropriate. Theaward of the arbitrators shall be in writing and shall include written findingr #A.i to the extentthe arbitration required the resolution of factual disputes

The agreement to arbitrate disputes as provided in this Agreement shall be specificallyenforceable in any court having jurisdiction.

No individual who is, or has at any time been, an offrcer, employee or consultant of eitherparty shall be an arbitrator without the express written consent of both parties.

All arbitration proceedings, other than those in which WB is aparty, shall be held inDanbury, Connecticut or such other locations as all of the parties to the arbitration proceeding inquestion shall agree; all arbitration proceedings in which WB is a party shall be held in Hartford,Connecticut or such other locations as all of the parties to the arbitration proceeding in questionshall agree.

The arbitrators shall determine afair andequitable allocation of the reasonable fees andexpenses of each party incurred in connection with any Arbitration hereunder, and suchallocation shall be binding upon the parties. Each party submits to the jurisdiction of thearbitrators appointed in accordance herewith. The determination of the arbitrator shall be finaland binding upon the parties and may be entered in any court having jurisdiction.

Each party agrees to specifically call to the attention of the arbitrators the provisions ofSection 4.02 as each party intends for Section 4.02 to limit its liability in an arbitrationproceeding.l

loRl

[Section 5.01. Submission to Jurisdiction. Each party inevocably agrees that any legal actionor proceeding arising out of or relating to this Agreement brought by the other party or itssuccessors or assigns shall be brought and determined in the Connecticut Superior Court locatedin Danbury, Connecticut, and each of the parties hereby irrevocably submits to the exclusivejurisdiction of the aforesaid court with regard to any such action or proceeding arising out of orrelating to this Agreement and the transactions contemplated hereby.

Section 5.02. Waiver of Jurv Trial. EACH PARTY TO THIS AGREEMENT HEREBYIRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. ]

l85l4l v7 / 30239-004 - 11-

ARTICLE VIMISCELLANEOUS

Section 6.01. Bindine Effect of Aereement. This Agreement shall inure to the benefit of andshall be binding upon each ofthe parties hereto and their respective successors and assigns.

Section 6.02. Entire Agreement. The provisions of this Agreement shall constitute the entireagreement between the parties with reference to their obligations to each other relating to theProgram.

Section 6.03. Severability. In the event any provision of this Agreement shall be held invalid orunenforceable by any court of competent jurisdiction, such holding shall not invalidate or renderunenforceable any other provision hereof.

Section 6.04. Notices. All notices or other communications hereunder shall be sufficientlygiven and shall be deemed given when mailed by first class mail, postage prepaid if to HRI{A,to Old Town Hall,162 Whisconier Road, Brookfield , Connecticut 06804, Attention: Executive

Attention:Director, and if to the Municipality, to _or to such other address as the party to whom the notice is

directed shall have notified the other party in advance in writing.

Section 6.05. Law Governins Construction of Asreement. The law of the state ofConnecticut applicable to contracts made and to be performed in such State shall govern theconstruction of this Agreement.

Section 6.06. Term. This Agreement shall be effective upon the entering into a MunicipalRegional Solid Waste and Recycling System Agreement by the HRRA and a sufficient number ofParticipating Municipalities such that the Winters Bros. Agreement becomes binding on theparties thereto according to its terms, provided however, that this Agreement cannot be

implemented prior to its approval by the Connecticut Commissioner of the Department ofEnergy and Environmental Protection as contemplated in Section 22a-213(a) of the GeneralStatutes. The Agreement shall continue in effect until the earlier of (a) the termination of theWinters Bros. Agreement, or (b) the end of business on June 30,2029.

Section 6.07. Insurance. HRRA and the Municipality shall require all parties with whom eitherenters into a contract or who otherwise perform services contemplated or required under thisAgreement on behalf of either of them, to provide adequate insurance covering the contractingparty's total operation as it relates to either HRRA or the Municipality, as applicable, whichcoverage shall include HRRA and each of the Participating Municipalities as additional insureds.Such coverage shall include but not be limited to general liability, automotive liability, excess

liability, worker's compensation and employer's liability in amounts reasonably deemed adequateby HRRA for parties with whom it contracts or who otherwise perform services for it and by theMunicipality for parties with whom it contracts or who otherwise perform services for it.

l85l4l v7 I 30239-004 -12-

Section 6.08. Prohibition on Termination. HRRA shall not permit the Municipality toterminate this Agreement, and no Participating Municipality shall be permitted to terminate itsMunicipal Regional Solid Waste and Recycling SystemAgreement with HRRA so long as

HRRA has any obligation under the Winters Bros. Agreement.

Section 6.09. Amendment. This Agreement may not be amended or modified except inwriting, signed by both parties hereto.

IN WITNESS WHEREOR each of the parties hereto has executed this Agreement bycausing its name to be subscribed by its chief executive officer and in the case of theMunicipality its official seal to be impressed upon and attested to by its Town Clerk or CityClerk, all being done as of the day and year first above written.

AITEST: (SEAL) IMUNICIPALITY]

CITY CLERK Title

HOUSATONIC RESOURCES RECOVERYAUTHORITY

By

By

l8514l v7 I 30239-004 - 13 -

JANUARY 5,20I8

APPENDIX E

RECYCLABLES TIP FEE

Based on market conditions for Recyclable Materials as of the Contract Date, the

Recyclables Tip Fee will be $25.00 per Ton of Recyclable Material delivered to the DanburyRecycling Facility or the MRF, provided however, that WB shall review market conditions withrespect to Recyclable Materials quarterly, beginning no later than during May 2019, and if srrch

market conditions have changed materially from the market conditions existing at the time of the

previous review, WB will notify HRRA and all Collectors of WB's decision to modify the

Recyclables Tip Fee to reflect such change in the market conditions or to continue the existingRecyclables Tip Fee for the next quafter, which modification(s), if any, shall take effect no

sooner than thirty (30) days following such notification with respect to the applicablemodification.

The provisions of the preceding sentence shall not apply to the ParticipatingMunicipalities Tip Fee, which Participating Municipalities Tip Fee will be $10.00 per Ton ofsuch Participating Municipalities Recyclable Materials, effective with respect to ParticipatingMunicipalities Recyclable Materials delivered to the Danbury Recycling Facility or the MRFbeginning on the Effective Date and continuing to the end of the term of this Agreement, as such

term may be extended from time to time.

183443 v27 42

JANUARY 5,2018

APPENDIX F

Newtown Lease

(To be Attached)

183443 v27 43

Draft of I/5/201-8

APPENDIX F

REAL PROPERTY LEASE

This REAL PROPERTY LEASE dATCd AS Of2OLB and between the TOWIV OF NEWTOI^IIV, a municipality andpolitical subdivision of the State of Connecticut (hereinafterthe "Lessor" ) acting by and through its municipal authority togrant an interest in property, and HOUSATONTC RESOURCES RECOVERY

AUTHORITY, a regional resources recovery authority createdpursuant to the provisions of Chapter l-03b of the ConnecticutGeneral Statutes (hereinafter the "Lessee" )

WITNESSETH

\AIHEREAS, the Lessor owns a certain parcel of real propert.yadjacent to its landfill at L99 South Main Street (which parcelis hereinafter referred to aS the "Landfill Site" ) , and, withinsaid Landfill Site, has designated two parcels of real propertycontaining in the aggreqate, approximately 9,565 square feet ofarea, which parcels are more fully described on Exhibit eattached" hereto and made a part hereof (the designated parcelsand all improvements thereon, including, without limitation, theTransfer Station thereon are hereinafter referred to as the"Premises" ) ; and

WHEREAS, the Lessor and the Lessee are parties to a certainMunicipal Regional Solid Waste and Recycling System Agreementdated as of (the "Municipal SystemAgreement" ) pursuant to which the LeSSor has agreed, beginningon the Ef f ective Date of a cert.ain Regional Solid Wast.e andRecycling System Agreement by and between Lessee and WINTERS

BROS . TRANSFER STATIONS OF CT, LLC ( "WTNTERS BROS . '' ) ( IhC"Regional System Agreement"), a copy of which is attached heretoas Exhibit B and made a part hereof), to participate in the HRRA

System, as defined in the Municipal System Agreemenl, whichcontemplates the d"elivery of all HRRA Acceptable Solid Wast.e andHRRA Recyclable Materials (as defined in the Regional SystemAgreement) to the Lessee, and the Lessee has agreed, beginningon such Effective Dat.e, to cause such HRRA Acceptable SolidWaste and HRRA Recyclable Materials to be disposed of inaccordance with the provisions of the Municipal SystemAgTreement; and

WHEREAS,other things,

thethat

Regional System Agreement, provides amonglWINTERS BROS. shall, during the term thereof,

Draft of L/5/201-g

APPENDIX F

operate and maintain a transfer station in the Town of Newtownon a site provided by the LeSSee (the "Transfer Station" ) forthe purpose of accepting Acceptable Solid Waste and RecyclableMaterials qenerated within the boundaries of the Town of Newtownand the Town of Brookfield, and, in the event of an emergency orother temporary unavailability of another transfer station ortransfer stations in the System (as defined in the MunicipalSystem Agreement), from other participating municipalities (asdefined in the Regional System Agreement) during such emerg[encyor other temporary unavailability; and

WHEREAS, the Lessor desires to lease the Premises to theLessee and t.he Lessee desires to lease the Premises from theLessor f or the purpose of providing t.he Premises to WINTERSBROS. as a sit.e for said Transfer Station.

NOW THEREFORE, in consideration of the foregoingand the mutual consj-derations, covenants and promisesherein, the Lessor and Lessee, intending to be legallyhereby ag'ree as f ollows:

premlses,containedbound, do

1. Lease of Premises. Upon and subject to the conditionsand l-imitations set forth below, the Lessor leases the Premisesto the IreSSee, and thc LcSScc leases the Premises from theLeSSor for a Lerm commencing on the Effective Dat.e of theRegional System Agreement and continuing until the later of (a)the expiration or termination of the lvtunicipal System Aqreementas contemplated in Section 6.06 thereof , oT (b) the expirationor termination of any extension of the Municipal SystemAgreement aS may be agreed by and between the LeSSor and theLessee. The Lessee shal-l immediately notify t.he Lessor inwriting of the termination of, or of any event that with thegiving of notice or lapse of time may result in a termination ofthe Municipal System Aqreement. For the purposes hereof, thePremises shall include (a) the real property described onExhibit A, (b) any improvements, fixtures equipment andinst.allations located thereon, (c) the right. to use all rightsof wdy, licenses, servitudes, easements, existing utilityconnections, ancillary facilities, rights and appurtenancesbenefitting such 1and, including wit.hout limitation the right toingress to and egress from the Premises over existing accessroads on the Landfill Site to the north and west of the Premisesleading to Ethan Al1en Road as described on exhibit A (providedhowever, that ingress and egresS shall- not include access

Draft of I/5/201-8

APPENDIX F

through the Lessor's Public Works Garage on Turkey HillRoad), (d) the exclusive right to use the parking area describedon Exhibit A (the "Parking Area" ) and the non-exclusive right touse and construct connections with the utility lines, pipes,septic tanks, and similar facilities serving Lhe Premisesdescribed on Exhibit A, (the Lessor ildy, without i-nterruptingLessee's parking privileges, redesignate another appropriatelocation adjacent to the Premises reasonably satisfactory to theLeSSee aS the "Parking Area" upon 55 days prior writ.ten noticeto the Lessee), (e) the right to have access to, and to conducttesting and take samples from, all groundwater monitoring wellslocated on the Landf i11 Site on t.he date hereof , and (f ) theright to install two additional groundwater monitoring we1ls atsuch locations on the Landfill Site aS the Lessee sha11reasonably request and to have access to, and to conduct testingand take samples from, such wells. The Lessor shall provide tothe Lessee a key to all wells referred to in the foregoingclause (e) and the Lessee shall provide to the Lessor a key toal-I wel1s ref erred to in the f oregoing cl-ause (f ) , and theLessor and the Lessee shall provide each other with copies ofall data, reports or studies based on testing and sampling fromsuch wel1s promptly after such data, reports or studies havebeerr received by eiLher o.[ them.

2. Rent. The Lessee shall pay to the Lessor , for theterm of the Lease, One Dollar ($1.00), receipt and the adequacyof which is hereby acknowledged by the Lessor. The Lessor alsoacknowledqes that by its participation in the System, of whichthe Transfer Station is an integral part, it will be receivingsubstantial benefits aS generally set forth in the MunicipalSystem Agreement.

3. Warranty of Quiet Enjoyment. The Lessee sha11 havepeaceful and quiet possession of the Premises during the termhereof without hindrance from the Lessor or any party claimingby, through or under t.he Lessor.

4. Maintenance and Repairs. The Lessor shal-l be under noobligation pursuant to this Lease to perform any repairs ormaintenance work on the Premises and the Transfer Station,provided, however, that the Lessor sha1l be responsibl-e for allmaintenance and repairs, including without limitation snowplowing, of (a) all common ingress and egress areas and accessroads from Ethan Allen Road to the Premises and (b) all utility

Draft of L/5/201-g

APPENDIX F

lines and septic tanks servi-ng the Premises. The Lessee frdY,but sha11 have no obligation to, perform any obligation of theLessor should the Lessor fail to do so after receiving notice ofsuch obligation. The Lessor shal1 reimburse the Lessee for anyexpend"itures reasonably incurred by the LeSSee in So doing.Lessee agrees that it shall- require WINTERS BROS. to maintainthe Transfer: St-ation, including without limitation the Scalesand. the paved areas located on the Premises, in good repair andworking condition, reasonable wear and tear excepted, througthoutthe term of t.his Lease.

5. Use of the Premises for the Operation and Maintenanceof Transfer Station. During the Lerm hereof the Lessee shalluse the Premises to operate and maintain, or to cause WINTERS

BROS. and./or its employees, agents and assigns, to operate andmaintain a transfer station, ds defined in Section 22a-1-07 (10)of the Connecticut General SLatutes, for the purpose ofaccepting Acceptable Solid Waste and Recyclable Materialsgenerated within the boundaries of the Town of NewLown and theTown of Brookfield, and, in the event of an emergency or othertemporary unavailability of another transfer station or transferstations (which are operating in the System prior to sucht.emporary unavailability), from other ParticipatingMunicipalities during such emergency or other temporaryunavailability (not to exceed a period of one continuous yearwith respect to a particular emergency or Transfer Stationunavail-abi1i-ty) , in material compliance with the terms of theRegional System Agreement (which shall- not be amended by Lesseein any manner that results in a material- change in the operationor maintenance of the Transfer Station without the prior writtenapproval of the Lessor) and all applicable local-, state andfederal laws and regulations, failure of which, after notice bythe Lessor to the Lessee of such failure and a reasonableopportunity for the Lessee to cure , oT to cause the cure of,such failure, oT ongoing or repeated failures of which, shall- because for the Lessor to terminate this Real Property Lease. TheLessee shall submit to the Lessor for its prior written approvalthe design and specifications for the Transfer Station, theapproval of which sha1l not be unreasonably withheld or delayedby the Lessor.

The Lessee , or WINTERS BROS. , shall operate the Scalesthe purpose of weighing tonnage of Acceptable Solid WasteRecyclable Materials delivered to the Transfer Stat.ion and,

forandfor

Draft of L/5/201-8

APPENDIX F

that purpose, may utilize the structure on the Landfill Site,adjacent to the Premises, known as the "Scalehouse", in whichthe LeSSor's landfill personnel previously monitored theIandfill Scales. The Lessee shall be entitled to share theoffice area and the bathroom in the Scalehouse with the Lessor'spersonnel who shall use the Scalehouse to operate the Lessor'srecycling center located adjacent to the Premises on theLandfill Site. Each of the Lessor and the Lessee or WINTERSBROS. shall reasonably cooperate with one another t.o insure thatits activities do not unreasonably interfere with the act.ivitiesof the other party at the Scalehouse. Each party shall shareequally in the cost of utilities provided to the Scalehouse,includ"ing electricity, water, septic, security, and janitorialservices and supplies. The LeSsee shall Separately meter theutilities used in the Transfer Station and shall pay the costthereof direct.ly to the utility companies supplying suchservice. The Lessor and the Lessee shall maintain their owrlseparate t.elephone service at the Scalehouse.

Notwithstanding the provj-sions of Section 10.2 (e) of theRegional System Agreement which contemplates provision forNewtown Citizen Drop-Off service adjacent to the TransferStation Site, flo resident drop-off service of any kind shal1 beallowed at the Transfer Station on the Premises, it beingcontemplated that t.he Lessor shall conduct such services for itsresidents on such areas of the adjacent Landfill Site as itshal1 deem appropriate from time to time, using rol-1-offcontainer(s) supplied by WINTERS BROS.

6- License to WINTERS BROS. and Subcontractinq. TheLessor hereby grants to the LeSSee the right and authority toassign this Real Property Lease to WINTERS BROS. or grant toWINTERS BROS. the use and possession of the Premj-ses as theLessee may determine in its discretion in accordance with theterms of the Regional System Ag-reement, and upon such assignmentor grant, WTNTERS BROS. shal-l be entitl-ed to all of the rightsand be subject to all of the obligations of the Lesseehereunder, provided however, that (i) WINTERS BROS. must obtainthe prior approval of the Lessee, which approval will not. beunreasonably withheld, of any subcontractor to which WINTERSBROS. shall subcontract the operation of the Transfer Stationand (ii) the Lessor shall have the right to conduct inspectionsof the Transfer Station at its discret.ion during regularbusiness hours.

Draft of L/5/201,8

APPENDIX F

7. Environmental Testinq. Lessor and Lessee recognizet.hat the subj ect property is located on and/ or adj acent to aformer solid waste disposal area (i.e., landfi1l). As such,Lessor and Lessee aqree that certain adverse environment.alconditions may exist at the site as of the effective date ofthis aqreemenL. ft is agreed that the Lessee, his successors orassigns, will employ besL management practices and any otherpractices required for the lawful operation of a TransferStation t.o ensure that no additional adverse environmentalcond.itions are caused or created, either on or off of thesubject site attributable to the operation of the TransferStation.

8. Intentionally Omitted.

9. Demolition and Alteration of Improvements. The Lesseemay make and may al1ow WINTERS BROS. to make structural andother changes, additions or alterations t.o the Premises onlyupon the prior written consent of Lessor. The Lessor willpromptly take any reasonable action requested by Lessee that isnecessary or desirable for Lessee or WINTERS BROS. to secure anypermit, gtovernmental approval- or license necessary to operate,modify, alter, enlarqe, reconstruct or make additions to theTransfer Stat.ion or to perform the activities described orcontemplated under the Regional System Agreement or theMunicipal Syst.em Agreement. Lessee shall or shall cause WINTERSBROS. to reimburse Lessor for its reasonable expenses incurredin connection with such requested action.

10. Ownership of ImprovemenLs.times have and retain title to theimprovements thereto erected by or onWINTERS BROS. on the Premises.

The Lessor shal1 at allTransfer Station and allbehalf of the Lessee or

LL . Cooperat.ion with Lessee. The Lessor sha11 prompt.lyt.ake any action reasonably request.ed by the Lessee that isnecessary or desirable for the Lessee or WINTERS BROS. to secureany permit, license or governmental approval necessary ordesirable to perform the activities or uses described orcontemplated by or on behalf of any of them under this Lease,the Regional Syst.em Agreement or the Municipal System Agreement,including without limitation (either express or imptied)permits, licenses or governmental approvals necessary to equip,

Draft of L/5/201-8

APPENDIX F

operate and maint.ain the Trans f er St.ation . The Lessor shal1also promptly execute confirmations of this Lease, provideinformation in its control regarding the Transfer Stat.ion andtake all other similar action requested by the Lessee inconnect.ion with Lessee's or WINTERS BROS.'s performance of theirobligations under the Regional SysLem Agreement or the MunicipalSystem Aqreement.

1,2. Surrender of Transfer Station. On or before the last.day of the Lerm of this Lease, Lessee shal1, or shal1 causeWINTERS BROS. to peaceably and quietly leave/ surrender, andyield up to Lessor the Premises, includinq the Transfer Stationand. the Scales in good working condition, reasonable wear andtear excepted.

1-3. Insurance. Lessee, dL its expense and at all timesduring the term of this Real Property Lease, shall maintain orcause to be maintained by WINTERS BROS. insurance in respect ofthe Premises and the Transfer Station as the Lessee or WINTERSBROS. deems commercially prudent in light of the activitiesbeing conducted by the Lessee or by WINTERS BROS. at. theTransfer Station to the extent available on commercially.reasonable terms, provided however that such coverage sha1linclude coveraqe and limits not less than as follows:

(a) Workers Compensation Insurance in compliance withthe statutes of the State of Connecticut which has jurisdictionover employees enqaged in the performance of services at theTransfer Station, and employer's liability with a limit of FiveHundred Thousand Doll-ars ($500,000.00) and waiver of subrogationto the Town of Newtown;

(b) ComPrehensiveminimum combined single(#2 ,000, 000 . 00 ) includingendorsement;

General Liabilit.ylimit of Twothe broad form

Insurance with aMillion Dollarsproperty damage

(c) Automobile Liability Insurance (owned, non-ownedor hired units) minimum combined coverage l-imit of One MillionDollars ($1, 000, 000. 00)

(d) Umbrella Liability not l-ess than Five wtillionDollars ( $5, 000, 000 . 00 ) .

Draft of I/5/201-8

APPENDIX F

Lessee will cause WINTERS BROS. to furnish the Lessor withCertificates of Insurance as evidence that . policies providingthe required coveraqes and limits are in full force and effect.Such policies shal-1 name Lessee and Lessor as additionalinsureds and shall provide that no less than thirty (30) daysad.vance notice of cancellation, termination or alteration sha11kre sent direcf-1y to WINTERS BROS., Lessee and the Lessor.

Lessor, dt its expense and at all t.imes during the term ofthis Real- Property Lease, shall maintain insurance in respect ofthe Land"fill- Site, including, without limitation, theScalehouse, aS the LeSSor deems commercially prudent aS

contemplated above, provided that such coverage shall includecoverage and limits not less than as set forth in (a), (c) and(d) above and not less than One Mil-lion Doll-ars ($1,000,000.00)per person and Two Million Dollars (#2 ,000, 000 . 00 ) in theaggreqate for Comprehensive General Liability Tnsurance,including broad form property damage endorsement. Certificateand cancellation provisions with respect to such insurancemaintained by the Lessor sha1l be as set. forth above for theLeSSee and WINTERS BROS.

t4. Wa iver of Subroqation. The Lessor hereby waives itsright of subrogation and any and every claim for recovery fromthe Lessee f or any and al-l loss or damage t.o the LeSSorresulting from this Lease and the occupancy of all or anyportion of the Premises by the Lessee which loss or damage iscovered by insurance maintained by the Lessee or by WINTERSBROS. pursuant to Section 13 to the extent that such loss ordamage is recoverable under such policies of insurance.

15Sectionof this

Assiqnment and Underlettinq Except as set6 hereof, Lessee shall not sublet or assign allLease without the consent of Lessor.

forth inor part

L6. Other Provisions.

Notices. A11 notices, requests, demands, approvals,terminations, notice of default, ot other communicationsrequired" or permitted hereunder ( "notices " ) shall be in writingand shall be Sent by telecopier, cabled or delivered by hand orsent by registered or certified mai1, return receipt requested,postage prepaid or by Federal Express or similar overnightdelivery service that provides confirmation of receipt, to the

Draft of 1,/5/20L8

APPENDIX F

Lessor or the Lessee at their respective addresses as set forthbelow:

If to the Lessor:

TOWI\T OF NEWTOI^7]\

MUNCICPAL CENTER3 PRIMROSE STREETNEWTOI^II\, CONNECTICUTAttention: First

0647 0

Selectman

If to the Lessee

with a copy to:

HOUSATONIC RESOURCES RECOVERY AUTHORITYOLD TOI^IN HALL1-62 Whisconier RoadBROOKFIELD, CONNECTICUT 06B04

Attention Executi-ve Di-rector

WINTERS BROS. TRANSFER STATION OF CT,307 WHITE STREETDANBURY, CT 06810Att.ention: John Decker

LLC

Any party fldy, by notice, chanqe its address for allsubsequent notices. Notices shall be deemed to have been givenwhen delivered" or when delivery is refused. Notices provided bytelecopier shal1 also be sent by registered mail, FederalExpress or similar overnight delivery service on the date that.the telecopier notice is sent. Attorneys for a party mayprovide notice on behalf of the party.

1,6.L. Recording. Upon the request of either party, aNotice of Lease prepared, execuLed, attested and acknowledged ascontemplated" in Conn. Gen. Stat. 547-19 shal1 be recorded in theLand Record.s of the Town of NewLown, Connecticut. The partythat requested recordation shall pay aIl costs ' expenses /

charges, and taxes paid to any third party in connection withthe record"ation of such memorandum of this LeaSe exceptaLlorneys' fees.

Draft of L/5/20L8

APPENDIX F

t6.2. Indemnification

(a) The Lessor hereby releases the Lessee and WTNTERS

BROS. and their officials, members, officers, agents andemployees (co11ective1y, the " Lessee Indemnif ied Part.ies " ) f rom,agrees that the Lessee Indemnified Part.ies shall not be liablefor, and ag:rees to defend, indemnify and hold the LesseeIndemnified Parties harmless from and against any and all (i)liability to third parties for loss or damage to property orinjury to or death of any and all persons that. may be occasionedby, directly or indirectly, the negligence or wil-lful misconductof the Lessor (except that Environmental Liability as hereind,efined shall be based upon a strict liabilit.y standard pursuantto paragraph (d)), or (ii) liability arising from the Lessor'sperformance of its obligations hereunder, and all causeS ofaction and atLorneys' fees and any other expenses incurred indefending any suits or actions which may arise as a result ofany of the foregoing; provided that any such losses, damages,liabilities or expenses of any of the Lessee Indemnified Partiesare not incurred by reason of or do not result from the grossnegligence or wi11ful misconduct of such Lessee IndemnifiedParty.

(b) The Lessee hereby releases the Lessor and itsofficials, officers, agenLs and employees (co11ective1y, the"Lessor Indemnified Parties " ) from, aqrees that the LessorIndemnified Parties shall not be liable for, and agrees todefend, indemnify and hold the Lessor Indemnified Partiesharmless from and against any and all (i) liability to thirdparties for loss or damaqe to property or injury to or death ofany and all persons that may be occasioned by, directly orindirectly, the negligence or wi11ful misconduct of the Lessee(except that Environmental Liability as herein defined sha1l bebased upon a strict liability standard pursuant to paragraph(d) ), or (ii) liabilit.y arisingr from the Lessee's performance ofits obligat.ions hereunder, and all- causes of action andattorneys' fees and any other expenses incurred in defending anysuits or actions which may arise aS a result of any of theforego ing; provided that any such losses, damages, liabilitiesor expenses of any of the Lessor Indemnified Parties are notincurred by reason of or do not result from the g-ross negligenceor willful misconduct of such Lessor Indemnified Party.

Draft of 1-/5/201-8

APPENDIX F

(c) The obligations of the Lessee and Lessor pursuantto this section shall remain in full force and effect. after thetermination of this Lease until the expiration of the periodstated in the applicable statute of limitations during which aclaim, cause of actj-on or prosecution relating to the maLLersherein described may be brought and pa)rment in ful1 or thesatisfaction of such claim, cause of action or prosecut.ion andthe payment of all- expenses and charges incurred by any of theLessee Indemnified Parties or Lessor Indemnified Partiesrelatinq to the enforcement of t.he provisions herein specified.

(d) As used in paragraphs (a) and (b) , " loss ordamage to property" includes liability or potential liabilityarising as a result of the application of any law, ru1e,regulat.ion, interpretation or order of any federal, staLe orlocal- agency related to the protection of the environment (a:-r,waLer, land") and suits by third parties seeking contribution,protection and./or to enforce any law, rule, regulation,interpretation or order of any federal, state or local aqencyrelated to the protection of the environment (a:-r, water, land)( "Environmental Liability" ) The limitation of time forcommencing 1ega1 action set forth in paragraph (c) shall notapply to Environmental Liability. Indemnification forEnvironmental Liability will be made on the same terms andconditions as set f orth in Section 1,6 .2 (a) and (b) except thatindemnification for Environmental Liability, (1) will beavailable on a strict liability basis and regardless ofnegligence (or lack of same) on the part of the person for whom

the indemnity is sought. or any third party; (2) will beavailable to Lessee and WINTERS BROS. for any release or threatof release of oi1, pet.roleum products, Hazardous Waste otBiomedical Waste present at the Premises on or before the termof this Lease or f or any rel-ease or t.hreat of release of oil,petroleum products, Hazardous Waste or Biomedical Waste causedby the Lessor as a result of t.he Newtown Citizen Drop-Of fService or its joint use of the Scalehouse, and for anyEnvironmental Liability occurring as a result of cont.aminationof the Premises arising as a result of an occurrence of an off-site release or discharge of oi1, petroleum products, HazardousWaSte or Biomedical Waste, regardless of when the releaseoccurred; (3) will be available to Lessor for any release orthreat of release of oil, petroleum products, Hazardous Waste orBiomedical Waste from the Premises deposited at. the TransferStation after the coilrmencement of the term of this Lease caused

Draft. of L/5/201-g

APPENDIX F

by Lessee, the Collectors (as defined in the Municipal- SystemAgrreement) (other than Collectors operating on behalf of theLessor or the Lessor , if it is a Collector) or WINTERS BROS. orits agents and employees; and (4) shal1 include consequentialdamages and lost profits awarded to third parties against theindemnified party, but shall not include consequential damagesor lost profits of the indemnified part.y (other than theconsequential damages specifically described in this paragraph).

(e) There shal1 be no indemnification available foraLtorneys' fees pursuant to paraqraph (a) or (b) fotEnvironmental- Liability unless the party seeking indemnificationprovides the party against whom indemnification is being soughtprompt notice of the cofiImencement of any civil, criminal oradministratj-ve proceeding relating to such an actual orthreatened release and an opportunity to part.icipate in thedefense of such proceeding.

concernangrsha1l besect.ion 16

(f) Disagreements between Lessee andthe applicability and interpretation of this

resolved pursuant to arbitration as provided

Lessorsectionfor in

(q) Prior to assigning this Lease to WINTERS BROS.,or granting WINTERS BROS. the right to use and occupy thepremises, Lessee shall obtain a release and indemnification fromWINTERS BROS. in favor of Lessor and Lessee in the same form andsubject to the same terms as the indemnification granted byLessee to Lessor in this Section L6.2.

L6.3. No Waiver. No failure by Lessor or Lessee to insistUpOn the perfOrmance Of any Cgvenant/ agreement, prOVaSIOn/ Orcondition of this Lease or to exercise any right. or remedy upona default hereunder shall constitute a waiver of any suchd.efault or of such covenant, agrreemenL, provision or condition.No waiver of any default shall affect or alter this Lease, buteach and every covenant, agreement, provision and condition ofthis Lease sha1l continue in full force and effect with respectto any ot.her then existing or subsequent default hereunder.

1'6.4. Construction of Languaqe of Lease.

(a) rhisaccordance with the

Lease shal1 be construed and enforced inlaws of Connecticut. A11 provisions of this

APPENDIX F

Lease shall be construed to be "conditions"though lanquage specifically expressing orand conditions were used in each separateLease.

Draft of L/5/201-B

and "covenants" asimposing covenantsprovision of t.his

(b) The parties hereto covenanL and agree that all ofthe concii t i ons, covenants, agreements, right.s, privileqes,obligations, duties, specifications and recitals contained inthis Lease sha11 be construed as covenants running with theland, and as extendinq Lo, inuring to the benefit of, and beinglbind.ingr upon the Lessor and Lessee and their Successors,licensees, and assigns, to the Same extent aS if the saidsuccessors, licensees, and assigns were named herein as originalparties to this Lease all to the end that this Lease shallalways bind the owner and holder of any interest whatsoever inor to the Premi-ses.

(c) Words of any qender used in this Lease shall beheld to include any other gender. Words in the singular numbershal1 be held to include the plural, and words in the p1uralshal1 be held to include the singular. Capitalized terms usedherein and not specifically defined shal1 have the meaningascribed to them in the Regional System Aqreement and theMunicipal System Agreement.

L6 .5. Amendment; Entire Agreement. This Lease cannot beterminated, chanqed, modified, amended or waived except by awritten instrument signed by t.he party against whom enforcementof the termination, change, modification, amendment or waiver issought. This Lease contains the entire agireement between theparties concerning the lease of the Premises by Lhe Lessor tothe Lessee and is intended by the parties to be an integrationof all- lease agreements between them concerning' the Premises andthe Transfer Station.

L6 . 6. Partial rnvalidity If any Lerm, covenant, condj-tionor provision of this Lease (other than the warranty of quiet.enjoyment) or the application thereof to any person orcircumstance is determined, at any time or to any extenL, to beinvalid or unenforceable, the remainder of this Lease or theapplication of such term or provision to persons orcircumstances other than those as to which it is held inval-id orunenforceable, shal1 not be affected thereby, and each Lerm,covenant, condition and provision of this Lease shal1 be valid

Draft of 1,/5/201-g

APPENDIX F

and be enforced to the fullest. extent permitted by law, providedthat the Lessee and Lessor shall- thereupon negotiate in goodfaith and agree aS to such amendmenLs, modifications orsupplements of or to this Lease as sha11, to the maximum extentpracticable in light of such termination, implement and giveeffect to the intentions of the parties as reflected herein andto place t.he parties in substantially the same position theparties would be in if such provision where then valid andenforceable.

L6.7. Representations of Lessor. The Lessor hereby makesand for thethe following

benefit of therepresentations

Lessee:and warranties to

(a)to

Theenter

Lessor has ful1into and perform

legal rights,its obligations

powerunder

andthisauthority

Lease.

(b) The Lessor has duly authorized the execution anddelivery of this Lease and this Lease has been duly executed anddelivered by the Lessor and const.itutes a 1ega1, valid andbinding obligation of the Lessor, enforceable against the Lessorin accordance with its terms.

(c) Neither the execution or delivery by the Lessorof this Lease, nor the performance by the Lessor of itsobligations in connection with the Lransactions contemplatedhereby, nor t.he fulf illment by the Lessor of the terms orconditions of this Lease (i) conflicts with, violates or resultsin a breach of any applicable law, or (ii) conflicts with,violat.es or results in a breach of any term or condition of anyjudgment or decree, ot any agreement or insLrument, to which theLessor is a party or by which the Lessor or any of itsproperties or aSsets are bound or constitutes a defaul-tthereunder or (iiil will result in the creation or imposition ofany lien, charqe or encumbrance of any nature whatsoever.

(d) There is no action, suit or proceedinq, at law orin equity, befot'e or by any court or governmental authority,pend"ing oy, to the best of the Lessor's knowledge, threatenedagainst the Lessor, wherein an unfavorable decision, ruling orfinding would mat.erially adversely affect. the performance by theLessor of its obligations hereunder or in connectj-on with thetransactions contemplated hereby, ot which, in any wdY, would

adversely affect thethe Transfer Station,Lease.

Draft of I/5/20L9APPENDIX F

development, construction or operation ofor the validity or enforceability of this

(e) Lessor has not filed nor has iL been required tofj-le any reports of oi1, petroleum products, Hazardous Waste orBiomedical Waste found or disposed in, on or under the TransferStation with any federal, state or local agency. Lessor knowsof no oi1, petroleum products, Hazardous Waste or BiomedicalWaste on t.he Premises and has no reason to believe that any oil,petroleum products, Hazardous Waste or Biomedical Waste islocated on the Premises. The Premises are not an"establishment" as defined in Conn. Gen. Stat. S22a-L34, norare any underground storage or treatment tanks located on thepremises. True and complete copies of al-l environmentalreports, assessments, sLudies or analyses concerning thepremises of which Lessor is aware have previously been deliveredt.o Lessee and are identif ied on Exhibit C. To its knowl-edqe,the Lessor has not been identified by the Connecticut Departmentof Energy and Environmental Protection or the United StatesEnvironmental Protection Agency or any ot-her regulatory agencyas a potentially responsible party with respect to anycontaminated site.

(f) Under all applicable zoning, subdivision orplanninq laws, rules, regulations and pronouncements thePremises are zoned R-1. Under such applicable zorrLrlg,subdivision or planning laws, Lhe uses of the Premises as aTransfer Station by the Lessee which are described orcontemplated (both expressly and impliedly) herein are a validand authorized use of the Premises and will not require anystudy, report, contribution, application to or approval, waiver,permit or license from any local, state or federal agency whichhas not already been obtained and in full force and effect as toany zonLng or land use matter including, without limit.ation,boundaries, lot srze, location, project height, parking andaccess. There is no action pending or t.hreatened which would inany way impair the Lessee's use of Lhe Premises as a TransferStation as described or contemplated (both expressly andimplied.ly) herein under existing zorrrng laws, ru1eS, regulat.ionsand pronouncements.

APPEDilDIX F

(g) the Lessor is thesubject to no liens, morLgages,other encumbrances except as appear

fee ownereasements,of record.

Draft of L/5/20L8

of the Premisesrights-of-way or

(h) The Lessor has not received any notices, letters,citations, warnings or complaints from any agency, politicalsuhdivisi on, privaf-e citizen or citizens ' group relating tomatters described or discussed in paragraphs (c) through (f)above.

The Lessor shall indemnify and hold the Lessee IndemnifiedParties harmless from and against any and all liability, loss,cost, damage, injury, death, causes of action, attorneys' feesand any other expense incurred as a result of any of theforeqoing representations being false or untrue.

l-6.8. Non-Mergler. There shall be no merger of this Lease,or of the leasehold estate created by this Lease, with the feeestate in the property by reason of the fact that this Lease,the leasehold estate created by this Lease, oT any interest inthis Lease or in any such leasehold estate, ffidY be he1d,directly or indirectly, by or for the account of any person whoshall owrr the fee estate in the property or any interest in suchfee estate, and no such merger shall occur unless and until allpersons at the time having an interest in the fee estate in thePremises and. all persons having an int.erest in this Lease, ot inthe leasehold estate created by this Lease, shall join in awritten instrument effecting such merqer and shall duly recordthe same.

Draft of 1-/5/20L9

APPENDIX F

16.9. Arbitration. A11 claims, disputes and other mattersin question between the Lessor and the Lessee sha1l be decided:

(a) by arbitration in accordance with the CommercialArbitration Rules of the American Arbitration Association thenin effect. The AgreemenL to arbitrate contained in this Section16 (a) sha'l I be specifically enforceable under the prevailingarbitration law. The award rendered by the arbiLrators shall befinal, and judgment may be entered upon in accordance withappficable law in any court havinq jurisdiction thereof.

(b) Nothing contained in this Section L6 shallpreclude, or be deemed construed or interpreted to preclude anyparty from seeking equitable relief agrainst any other propertyexcept thaL no party shall be entitled to seek a stay of anyarbitration proceeding brought hereunder.

1-7 . Cooperation with Lessor on MSW Transfers. The Lesseeshal1 make every effort to restrict all t.ransfer trailers byWinters Brothers or others carrying MSW from using Main Streetand Mount Pleasant Road in Newtown. A11 trailer loads shallenter or exit rnterst.ate 84 at exits B and I1, unless divertedby emergency conditions .

Draft of I/5/20L8APPENDIX F

IN WITNESS hIHEREOF, as of the day and year first abovewritten, Lessor and Lessee have duly executed this TransferStation Lease.

WITNESSES: LESSOR:TOWN OF NEWTOWN

ByDaniel RosenthalFirst Selectman

WITNESSES: LESSEE:HOUSATONIC RESOURCES RECOVERYAUTHORfTY

ByRudy MarconiIts Chairman

STATE OF CONNECTICUTss: Newtown

COUNTY OF FAIRFIELD

Before me, the undersigned, on t.his day of2017, personally appeared Daniel C. Rosent.hal, known to me to bethe First Selectman of the Town of Newtown, a municipality andpolitical subdivision of the State of Connecticut, and thesigner and sealer of t.he foregoing insLrument, who acknowledgedthe execution of the same to be his/her free act and deedind.ividually, and the free acL and deed of said Town of Newtown.

Notary PublicCommissioner of the Superior CourtlNotary Seal ]

Draft of L/5/201"8

APPENDIX F

STATE OF CONNECTICUTss: Ridgefield

COUNTY OF FAIRFIELD

Before me, the undersigned, on this day of20L7, personally appeared Rudy Marconi, known to me t.o be theChairman of Housatonic Resources Recovery Authority, a regionalresources recovery authority created and existing under theprovisions of Chapter 103b of the Connecticut General Statutes,and t.he signer and sealer of the foregoing instrument, whoacknowledged the execution of the same to be his free act anddeed individually, and the free act and deed of said HousatonicResources Recovery Authority.

Notary PublicCommissioner of the Superior CourtlNotary Seal ]

JANUARY 5,2018

APPENDIX G

Ridsefield Lease

(To be Attached)

183443 v27 44

Usl20r8APPENDIX G

TRANSFER STATION LEASE

This TRANSFER STATION LEASE, dated as of 2018, by and

between the TOWN OF RIDGEFIELD, a municipality and political subdivision of the State ofConnecticut (hereinafter the "Lessor") acting by and through its municipal authority to grant an

interest in property, and HOUSATONIC RESOURCES RECOVERY AUTHORITY, a regionalresources recovery authority created pursuant to the provisions of Chapter 103b of the

Connecticut General Statutes (hereinafter the "Lessee").

WITNESSETH

WHEREAS, the Lessor cunently owns a municipal solid waste transfer station, withinthe meaning of Section22a-207(10) of the Connecticut General Statutes, on property located at

55 South Street, Ridgefield, Connecticut, which is more fully described on Exhibit A attachedhereto and made apart hereof (the transfer station, which is also more fully described in Sectionof this Lease Agreement, and the premises on which it is located, hereinafter collectively referredto as the "Transfer Station'; and

WHEREAS, the Transfer Station is currently operated by Wheelabrator EnvironmentalSystems, Inc, as licensee of Lessee, in accordance with a permit issued by the ConnecticutCommissioner of Environmental Protection as required by the provisions of Section 22a-208 ofthe Connecticut General Statutes; and

WHEREAS, the Lessor and the Lessee are parties to a certain Municipal Regional SolidWaste and Recycling System Agreement dated as of (the

"Municipal System Agreement") pursuant to which the Lessor has agreed, beginning on the

Effective Date of a certain Regional Solid Waste and Recycling System Agreement by and

between Lessee and WINTERS BROS. TRANSFER STATIONS OF CT, LLC ("WINTERSBROS."Xthe "Regional System Agreement"), a copy of which is attached hereto as Exhibit Band made apart hereof), to participate in the HRRA System, as defined in the Municipal System

Agreement, which contemplates the delivery of all HRRA Acceptable Solid Waste and HRRARecyclable Materials (as defined in the Regional System Agreement) to the Lessee, and the

Lessee has agreed, beginning on such Effective Date, to cause such HRRA Acceptable SolidWaste and HRRA Recyclable Materials to be disposed of in accordance with the provisions ofthe Municipal System Agreement; and

WHEREAS, the Regional System Agreement, provides among other things, thatWINTERS BROS. shall, during the term thereof, operate and maintain a transfer station in the

Town of Ridgefield on a site provided by the Lessee (the "Transfer Station") for the purpose ofaccepting Acceptable Solid Waste and Recyclable Materials generated within the boundaries ofthe Lessor, and, in the event of an emergency or other temporary unavailability of another

transfer station or transfer stations in the System (as defined in the Municipal System

Agreement), from other participating municipalities (as defined in the Regional System

Agreement) during such emergency or other temporary unavailability; and

Page I of11

Usl20l8APPENDIX G

WHEREAS, the Lessor desires (1) to provide for a third party to operate and maintain the

Transfer Station and (2) to make the Transfer Station available to the Lessee for use in the

System, and the Lessee desires to acquire from the Lessor the right to transfer to WINTERS,subject to the provisions hereinafter set forth, the right to occupy, operate and control theTransfer Station as part of the System.

NOW THEREFORE, in consideration of the foregoing premises, and the mutualconsiderations, covenants and promises contained herein, the Lessor and Lessee, intending to be

legally bound, do hereby agree as follows:

L Lease of Premises. Upon and subject to the conditions and limitations set forthbelow, the Lessor leases the Transfer Station to the Lessee, and the Lessee leases the Transfer

Station from the Lessor for a term commencing on the Effective Date of the Regional System

Agreement until the later of (a) the expiration or termination of the Municipal System Agreementas contemplated in Section 6.06 thereof, or (b) the expiration or termination of any extension ofthe Municipal System Agreement as may be agreed by and between the Lessor and the Lessee.

For the purposes hereof, the Transfer Station shall include, the real property described on Exhibit

{ the improvements, fixtures, equipment and installations located thereon and the right to use

all rights-of-way, licenses, servitudes, easements, ancillary facilities, rights and appurtenances

benefitting such land.

2. Rent. The Lessee shall pay to Lessor, for the term of the Lease, One Dollar($1.00), receipt and the adequacy of which is hereby acknowledged by the Lessor. The Lessor

also acknowledges that by its participation in the System, of which this Transfer Station Lease is

an integral part, it will be reueiving substantial beuefits as generally set forth in the MunicipalSystem Agreement.

3. Warranty of Ouiet Enjovment. The Lessee shall have peaceful and quiet

possession of the Transfer Station during the term hereof without hindrance from the Lessor orany party claiming by, through or under the Lessor.

4. Mdintenance and Repairs. The Lessor shall be under no obligation pursuant to thisTransfer Station Lease to perform any repairs or maintenance work on the Transfer Station.Lessee agrees that it shall require WINTERS to maintain the Transfer Station in good repair and

working condition throughout the term of this Lease.

5. Use of the Transfer Station. During the term hereof the Lessee shall use the

Transfer Station, and shall cause the Transfer Station to be used by WINTERS, as a transferstation, as defined in Section 22a-I07(10) of the Connecticut General Statutes, for the purpose ofaccepting Acceptable Solid Waste and Recyclable Materials generated within the boundaries ofthe Lessor, and, in the event of an emergency or other temporary unavailability of anothertransfer station or transfer stations in the System, from other Participating Municipalities duringsuch emergency or other temporary unavailability, in material compliance with the terms of theRegional Solid Waste and Recycling System Agreement (which shall not be amended by Lessee

Page 2 of 11

Usl20t8

APPENDIX G

in any manner that results in a material change in the operation of the Transfer Station withoutthe prior written approval of the Lessor) and all applicable local, state and federal laws and

regulations, failure of which, after notice by the Lessor to the Lessee of such failure and a

reasonable opportunity for the Lessee to cure, or to cause the cure of, such failure, or ongoing orrepeated failures of which, shall be cause for the Lessor to terminate this Transfer Station Lease.

Without limiting the generality of the foregoing, Lessee shall maintain compliance with allapplicable permits at all times and with the intent to cooperate with the Lessor's recyclingprogram adopted in accordance with applicable law.

6. License to WINTERS and Subcontracting. The Lessor hereby grants to the Lessee

the right and authority to grant to WINTERS the use and possession of the Transfer Station inaccordance with, the terms of the Regional Solid Waste and Recycling System Agreement, as

amended, provided" however. that (i) WINTERS must obtain the prior approval of the Lessee ofany subcontractor to which WINTERS shall subcontract the operation of the Transfer Stationand (ii) the Lessor shall have the right to conduct inspections of the Transfer Station at itsdiscretion.

7. Environmental Testins. Lessor and Lessee recognize that the subject property islocated on and/or adjacent to a former solid waste disposal area (i.e., landfill). As such, Lessorand Lessee agree that certain adverse environmental conditions may exist at the site as of the

effective date of this agreement. It is agreed that the Lessee, his successors or assigns, willemploy best management practices and any other practices required for the lawful operation of aTransfer Station to ensure that no additional adverse environmental conditions are caused orcreated, either on or off of the subject site attributable to the operation of the Transfer Station.

8. Intentionall v C)mitted.

9. Demolition and Alteratiqn of Improvements. The Lessee may make and may

allow WINTERS to make structural and other changes, additions or alterations to the TransferStation without the consent of Lessor and such actions shall be permitted and shall not constitutewaste or otherwise violate this Transfer Station Lease. The Lessor will promptly take anyreasonable action requested by Lessee that is necessary or desirable for Lessee or WINTERS tosecure any permit, governmental approval or license necessary to operate, modify, alter, enlarge,

reconstruct or make additions to the Transfer Station or to perform the activities described orcontemplated under the Regional System Agreement, as amended, or the Municipal System

Agreement. Lessee shall or shall cause WINTERS to reimburse Lessor for its reasonable

expenses incurred in connection with such requested action.

10. Ownership of Improvements. The Lessor shall at all times have and retain title tothe Transfer Station and all improvements thereto erected by or on behalf of the Lessee at the

Transfer Station.

11. Cooperation with Lessee. The Lessor shall promptly take any action reasonablyrequested by the Lessee that is necessary or desirable for the Lessee or WINTERS to secure any

permit, license or governmental approval necessary or desirable to perform the activities or uses

Page 3 of 11

U5l20t8

APPENDIX G

described or contemplated by or on behalf of any of them under this Transfer Station Lease, the

Regional System Agreement or the Municipal System Agreement, including without limitation(either express or implied) permits, licenses or governmental approvals necessary to design,

construct, equip, operate and maintain the Transfer Station. The Lessor shall also promptlyexecute confirmations of this Transfer Station Lease, provide information in its control regardingthe Transfer Station and take all other similar action requested by the Lessee in connection withLessee's or WINTERS' performance of their obligations under the Regional System Agreementor the Municipal System Agreement.

12. Surrcnder of Transfer Station. On or before the last day of the term of thisTransfer Station Lease, Lessee shall peaceably and quietly leave, surrender, and yield up toLessor the Transfer Station in good working condition, reasonable wear and tear excepted.

13. Insurance. Lessee, at its expense and at all times during the term of this TransferStation Lease, shall maintain or cause to be maintained by WINTERS insurance in respect of the

Transfer Station as the Lessee or WINTERS deems commercially prudent in light of the

activities being conducted by the Lessee or by WINTERS at the Transfer Station to the extentavailable on commercially reasonable terms, provided however that such coverage shall includecoverage and limits not less than as follows:

(a) Workers Compensation Insurance in compliance with the statutes of the State ofConnecticut which has jurisdiction over employees engaged in the performance of services at theTransfer Station, and employer's liability with a limit of Five Hundred Thousand Dollars($500,000.00) and waiver subrogation to the Town of Ridgefield;

(b) Comprehensive General Liability Insurance with a minimum combined singlelimit of Two Million Dollars ($2,000,000.00) including the broad form property damageendorsement;

(c) Automobile Liability Insurance (owned, non-owned or hired units) minimumcombined coverage limit of One Million Dollars ($1,000,000.00);

(d) Umbrella Liability not less than Five Million Dollars ($5,000,000.00).Lessee will cause WINTERS to furnish the Lessor with Certificates of Insurance as evidence thatpolicies providing the required coverages and limits are in full force and effect. Such policiesshall provide that no less than thirty (30) days advance notice of cancellation, termination oralteration shall be sent directly to WINTERS, Lessee and the Lessor.

14. Waiver of Subrogation. The Lessor hereby waives its right of subrogation and any

and every claim for recovery from the Lessee for any and all loss or damage to the Lessorresulting, rom this Transfer Station Lease and the occupancy of all or any portion of the TransferStation by the Lessee which loss or damage is covered by insurance maintained by the Lessee orby WINTERS pursuant to Section 13 to the extent that such loss or damage is recoverable under

Page 4 of11

Usl20t8APPENDIX G

such policies of insurance. Subject to the foregoing, Lessee will cause WINTERS to indemnifyand hold Lessor harmless from and against any liability, loss or damages caused by WINTERS.

15. Assignment and Underlettinq. Except as set forth in Section 6 hereof, Lessee shallnot sublet or assign all or part of this Transfer Station Lease without. the consent of Lessor.

16. Arbitration. All claims, disputesquestion between the Lessor and the Lessee shall be decided

and other matters in

(a) by arbitration in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association then in effect. The Agreement to arbitrate contained in thisSection 16(a) shall be specifically enforceable under the prevailing arbitration law. The awardrendered by the arbitrators shall be final, and judgment may be entered upon in accordance withapplicable law in any court having jurisdiction thereof.

@) Nothing contained in this Section 16 shall preclude, or be deemed construed orinterpreted to preclude any parly from seeking equitable relief against any other property exceptthat no party shall be entitled to seek a stay ofany arbitration proceeding brought hereunder.

17. Other Provisions

17.1. Notices. All notices, requests, demands, approvals, terminations, option to increase

the size of the Facility Site, Notice of Default, or other communications required or permittedhereunder ("notices') shall be in writing and shall be sent by telecopier, cabled or delivered byhand or sent by registered or certitied mail, return receipt requested, postage prepaid or byFederal Express or similar ovemight delivery service that plovides confirmation of receipt, to thcLessor or the Lessee at their respective addresses as set forth below:

If to the Lessor:TOWN OF RIDGEFIELDTOWN HALL4OO MAIN STREETRIDGEFIELD, CONNECTICUT 0687 7

Attention: First Selectman

If to the Lessee:HOUSATONIC RESOURCES RECOVERY AUTHORITYOLD TOWN HALL162 WHISCONIER ROADBROOKFIELD, CONNECTICUT 06804Attention: Executive Director

With a copy to:WINTERS BROS. TRANSFER STATION OF CT, LLC307 WHITE STREET

Page 5 of 11

t ls l20r8APPENDIX G

DANBURY, CT 06810Attention: John Decker

Any party may,by notice, change its address for all subsequent notices. Notices shall be

deemed to have been given when delivered or when delivery is refused. Notices provided bytelecopier shall also be sent by registered mail, Federal Express or similar overnight deliveryservice on the date that the telecopier notice is sent. Attorneys for a party may provide notice onbehalf of the party.

17.2. Recording. Upon the request of either party, a Notice of Transfer Station Leaseprepared, executed, attested and acknowledged as contemplated in Conn. Gen. Stat. $47-19 shallbe recorded in the Land Records of the Town of Ridgefield, Connecticut. The party thatrequested recordation shall pay all costs, expenses, charges, and taxes paid to any third party inconnection with the recordation of such memorandum of this Transfer Station Lease exceptattorneys'fees.

17.3. Indemnification.

(a) The Lessor hereby releases the Lessee and its officials, members, officers, agentsand employees (collectively, the "Lessee Indemnified Parties") from, agrees that the LesseeIndemnified Parties shall not be liable for, and agrees to defend, indemniff and hold the Lessee

Indemnified Parties harmless from and against any and all (i) liability to third parties for loss ordamage to property or injury to or death of any and all Persons that may be occasioned by,directly or indirectly, the gross negligence or willful misconduct of the Lessor (except thatEnvironmental Liability shall be based upon a strict liability standard pursuant to paragraph (d)),or (ii) liability arising from thc Lcsscc's pcrformancc of its obligations hcrcundcr, and all causcsof action and attorneys' fees and any other expenses incurred in defending any suits or actionswhich may arise as a result of any of the foregoing; provided that any such losses, damages,liabilities or expenses of any of the Lessee Indemnified Parties are not incurred by reason of ordo not result from the gross negligence or willful misconduct of such Lessee Indemnified Party.

O) The Lessee hereby releases the Lessor and its officials, officers, agents andemployees (collectively, the "Lessor Indemnified Parties") from, agrees that the LessorIndemnified Parties shall not be liable for, and agrees to defend, indemnify and hold the LessorIndemnified Parties harmless from and against any and all (i) liability to third parties for loss ordamage to property or injury to or death of any and all Persons that may be occasioned by,directly or indirectly, the gross negligence or willful misconduct of the Lessee (except thatEnvironmental Liability shall be based upon a strict liability standard pursuant to paragraph (d)),or (ii) liability arising from the Lessee's performance of its obligations hereunder, and all causes

of action and attorneys' fees and any other expenses incurred in defending any suits or actionswhich may arise as a result of any of the foregoing; provided that any such losses, damages,liabilities or expenses of any of the Lessor Indemnified Parties are not incurred by reason of ordo not result from the negligence or willful misconduct of such Lessor Indemnified Party.

Page 6 of 11

Usl20l8APPENDIX G

(c) The obligations of the Lessee and Lessor pursuant to this section shall remain infull force and effect after the termination of this Transfer Station Lease until the expiration of the

period stated in the applicable statute of limitations during which a claim, cause of action orprosecution relating to the matters herein described may be brought and payment in full or the

satisfaction of such claim, cause of action or prosecution and the payment of all expenses and

charges incurred by any of the Lessee Indemnified Parties or Lessor Indemnified Parties relatingto the enforcement of the provisions herein specified.

(d) As used in paragraphs (a) and (b), "loss or damage to property" includes

Environmental Liability. The limitation of time for commencing legal action set forth inparagraph (c) shall not apply to Environmental Liability. In addition, indemnification forEnvironmental Liability, (l) will be available on a strict liability basis and regardless ofnegligence (or lack of same) on the part of the person from whom the indemnity is sought or any

third party; (2) will be available to Lessee for any release or threat of release of oil, petroleum

products, Hazardous Waste or Biomedical Waste present at the Transfer Station on or before the

term of this Transfer Station Lease; (3) will be available to Lessor for any release or threat ofrelease of oil, petroleum products, Hazardous Waste or Biomedical Waste from the Transfer

Station deposited at the Transfer Station after the commencement of the term of this Transfer

Station Lease by any person other than Lessor, its agents and employees; and (4) shall includeconsequential damages and lost profits awarded to third parties against the indemnified party, butshall not include consequential damages or lost profits of the indemnified party (other than the

consequential damages specifically described in this paragraph)'

(e) There shall be no indemnification available for attorneys' fees pursuant toparagraph (a) or (b) for Environmental Liability unless the party secking indenurifir;ationprovides the party against whom indemnification is being sought prompt notice of the

commencement of any civil, criminal or administrative proceeding relating to such an actual orthreatened release and an opportunity to participate in the defense of such proceeding.

(0 Disagreements between Lessee and Lessor concerning the applicability and

interpretation of this section shall be resolved pursuant to arbitration as provided for in sectiont6.

17.4. No Waiver. No failure by Lessor or Lessee to insist upon the performance of any

covenant, agreement, provision, or condition of this Transfer Station Lease or to exercise any

right or remedy upon a default hereunder shall constitute a waiver of any such default or of such

covenant, agreement, provision or condition. No waiver of any default shall affect or alter thisTransfer Station Lease, but each and every covenant, agreement, provision and condition of thisTransfer Station Lease shall continue in full force and effect with respect to any other then

existing or subsequent default hereunder.

17.5. Construction of Lansuage of Lease.

(a) This Transfer Station Lease shall be construed and enforced in accordance withthe laws of Connecticut. All provisions of this Transfer Station Lease shall be construed to be

Page 7 of 11

U5l20t8APPENDIX G

"conditions" and "covenants" as though language specifically expressing or imposing covenants

and conditions were used in each separate provision of this Transfer Station Lease.

O The parties hereto covenant and agree that all of the conditions, covenants,

agreements, rights, privileges, obligations, duties, specifications and recitals contained in thisTransfer Station Lease shall be construed as covenants running with the land, and as extendingto, inuring to the benefit of, and being binding upon the Lessor and Lessee and their successors,

licensees, and assigns, to the same extent as if the said successors, licensees, and assigns werenamed herein as original parties to this Transfer Station Lease all to the end that this Transfer

Station Lease shall always bind the owner and holder of any interest whatsoever in or to theTransfer Station.

(c) Words of any gender used in this Transfer Station Lease shall be held to includeany other gender. Words in the singular number shall be held to include the plural, and words inthe plural shall be held to include the singular. Capitalized terms used herein and not specificallydefined shall have the meaning ascribed to them in the Regional System Agreement and the

Municipal System Agreement

17.6. Amendment: Entire Agreement. This Transfer Station Lease cannot be terminated,changed, modified, amended or waived except by a written instrument signed by the partyagainst whom enforcement of the termination, change, modification, amendment or waiver issought. This Transfer Station Lease contains the entire agreement between the parties concerningthe lease of the Transfer Station by the Lessor to the Lessee and is intended by the parties to be

an integration of all lease agreements between them concerning the Transfer Station.

17.7. Partral Invahditv.If any term, covenant, condition or provision of this TransferStation Lease (other than the warranty of quiet enjoyment) or the application thereof to anyperson or circumstance is determined, at any time or to any extent, to be invalid orunenforceable, the remainder of this Transfer Station Lease or the application of such term orprovision to persons or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby, and each term, covenant, condition and provision ofthis Transfer Station Lease shall be valid and be enforced to the fullest extent permitted by law,provided that the Lessee and Lessor shall thereupon negotiate in good faith and agree as to such

amendments, modifications or supplements of or to this Transfer Station Lease as shall, to the

maximum extent practicable in light of such termination, implement and give effect to theintentions of the parties as reflected herein and to place the parties in substantially the same

position the parties would be in if such provision where then valid and enforceable.

17.8. Representations of Lessor. The Lessor hereby makes the following representations

and warranties to and for the benefit of the Lessee:

(a) The Lessor has full legal rights, power and authority to enter into and perform itsobligations under this Transfer Station Lease.

Page 8 of 11

Usl20r8APPENDIX G

(b) The Lessor has duly authorized the execution and delivery of this Transfer StationLease and this Transfer Station Lease has been duly executed and delivered by the Lessor andconstitutes a legal, valid and binding obligation of the Lessor, enforceable against the Lessor inaccordance with its terms.

(c) Neither the execution or delivery by the Lessor of this Transfer Station Lease, northe performance by the Lessor of its obligations in connection with the transactions contemplatedhereby, nor the fulfillment by the Lessor of the terms or conditions of this Transfer Station Lease(i) conflicts with, violates or results in a breach of any applicable law, or (ii) conflicts with,violates or results in a breach of any term or condition of any judgment or decree, or anyagreement or instrument, to which thc Lcssor is a party or by which thc Lessor or any of itsproperties or assets are bound or constitutes a default thereunder or (iii) will result in the creationor imposition of any lien, charge or encumbrance of any nature-whatsoever.

(d) There is no action; suit or proceeding, atlaw or in equity, before or by any courtor governmental authority, pending or, to the best of the Lessor's knowledge, threatened againstthe Lessor, wherein an unfavorable decision, ruling or finding would materially adversely affectthe performance by the Lessor of its obligations hereunder or in connection with the transactions,contemplated hereby, or which, in any w&y, would adversely affect the development,construction or operation of the Project, or the validity or enforceability of this Transfer StationLease.

(e) Lessor has not filed nor has it been required to file any reports of oil, petrolenmproducts, Hazardous Waste or Biomedical Waste found or disposed in, on or under the TransferStation with any federal, state or local ageucy. Lessor kuows of no oil, petroleunr products,Hazardous Waste or Biomedical Waste on the Transfer Station and has no reason to believe thatany oil, petroleum products, Hazardous Waste or Biomedical Waste is located on the TransferStation property. The Transfer Station is not an "establishment" as defined in Conn. Gen. Stat.

$22a-134, nor are any underground storage or treatment tanks located on the Transfer Stationproperty. True and complete copies of all environmental reports, assessments, studies or analysesconcerning the Transfer Station of which Lessor is aware have previously been delivered toLessee and are identified on Exhibit C. The Lessor has not been identified by the ConnecticutDepartment of Energy and Environmental Protection or the United States EnvironmentalProtection Agency or any other regulatory agency as a potentially responsible party with respectto any contaminated site.

(0 Under all applicable zoning, subdivision or planning laws, rules, regulations andpronouncements the Transfer Station property is zoned 82. Under such applicable zoning,subdivision or planning laws, the uses of the Transfer Station by the Lessee which are describedor contemplated (both expressly and impliedly) herein are a valid and authorized use of theTransfer Station and will not require any study, report, contribution, application to or approval,waiver, permit or license from any local, state or federal agency as to any zoning or land usematter including, without limitation, boundaries, lot size, location, project height, parking andaccess. There is no action pending or threatened which would in any way impair the Lessor's use

Page 9 of 11

U5l20l8APPENDIX G

of the Transfer Station as described or contemplated (both expressly and impliedly) herein underexisting zoning laws, rules, regulations and pronouncements.

G) Lessor is the fee owner of the Transfer Station subject to no liens, mortgages,easements, rights-of-way or other encumbrances.

(h) The Lessor has not received any notices, letters, citations, warnings or complaintsfrom any agency, political subdivision, private citizen or citizens' group relating to mattersdescribed or discussed in paragraphs (c) through (f) above.

(D Lessor shall indemnify and hold the Lessor Indemnified Parties harmless fromand against any and all liability, loss, cost, damage, injury, death, causes of action, attorneys'feesand any other expense incurred as a result ofany ofthe foregoing representations being false oruntrue.

17.9. Non-Merger. There shall be no merger of this Transfer Station Lease, or of theleasehold estate created by this Transfer Station Lease, with the fee estate in the property byreason of the fact that this Transfer Station Lease, the leasehold estate created by this TransferStation Lease, or any interest in this Transfer Station Lease or in any such leasehold estate, maybe held, directly or indirectly, by or for the account of any person who shall own the fee estate inthe property or any interest in such fee estate, and no such merger shall occur unless and until allpersons at the time having an interest in the fee estate in the Transfer Station and all personshaving an interest in this Transfer Station Lease, or in the leasehold estate created by thisTransfer Station Lease, shall join in a written instrument effecting such merger and shall dulyrecord the same.

IN WITNESS WHEREOF, as of the day and year first above written, Lessor and Lessee

have duly executed this Transfer Station Lease.

WITNESSES: LESSOR:TOWN OF RIDGEFIELD

Rudy Marconi, First SelectmanBy

Page 10 of 11

Usl20t8APPENDIX G

WITNESSES LESSEE:HOUSATONIC RESOURCES RECOVERYAUTHORITY

By:, Its

STATE OF CONNECTICUT))

COUNTY OF FAIRFIELD )

Before me, the undersigned, on day of 2018, personallyappeared Rudy Marconi, known to me to be First Selectman of the Town of Ridgefield, a

municipality and political subdivision of the State of Connecticut, and the signer and sealer ofthe foregoing instrument, who acknowledged the execution of the same to be his free act anddeed individually, and the free act and deed of said Town of Ridgefield.

Commissioner of the Superior CourtNotary PublicMy Commission Expires:

SS

STATE OF CONNECTICUT))

COUNTY OF FAIRFIELD )

SS

Before me, the undersigned, on this day of , 2018, personallyappeared

-,

known to me to be the of HousatonicResources Recovery Authority a regional resources recovery authority created and existing underthe provisions of Chapter 103b of the Connecticut General Statutes, and the signer and sealer ofthe foregoing instrument, who acknowledged the execution of the same to be his free act anddeed individually, and the free act and deed of said Housatonic Resources Recovery Authority.

Commissioner of the Superior CourtNotary PublicMy Commission Expires:

Page 11 of11

JANUARY 5,20I8

a.

Perils:Limit:

b.

Limit:

APPENDIX H

Insurance Requirements

Comprehensive General Liabilityand Property Damage:

Bodily Injury and Property Damage Liability$ 1,000,000 per occurrence$5,000,000 aggregate

Automobile:

$1,000,000 combined single limit

Umbrella Liability Coverage:

$1 0,000,000 per occurrence$10,000,000 aggregate

d. Workers'Compensation

c.

Limit:

Plan APlan B

STATUTORY LIMITS$ 1,000,000

183443 v27 45